Oslo, 2 August 2023
The proposed transaction marks EV at NOK 340 MNOK. Precise Credit Solutions 17
S.a.r.l. (the "Buyer") will maintain their debt going forward and take a 75%
shareholding in the business.
Precise Credit Solutions 17 S.a.r.l. (the "Buyer"), the main lender under the
Company's bond loan agreement and a minority owner, has decided to increase
their ownership in Questback AS. This move demonstrates the Buyer's strong
belief in the Company. At the same time, Questback Group AS retains a
significant 25% stake and a corresponding upside going forward.
Over the past two years, Questback AS has undergone a successful operational
turn-around with an ARR of 128 MNOK, positioning itself for remarkable growth.
This proposed transaction secures a sustainable and robust financial solution
for Questback AS to continue its upward trajectory.
Saeid Mirzaie, CEO of Questback AS, expressed his excitement, saying, "This is a
remarkable milestone in the proposed transaction and demonstrates the Buyer's
confidence in our team and what we do. This transaction will significantly
strengthen our ability to continue executing our growth journey."
Terje Bakken, Chairman of Questback AS and Questback Group AS, added "This
exciting development marks a new chapter for Questback AS, with a strong and
supportive partner in Precise Credit Solutions. The enterprise value
demonstrates the strong potential and value of our company, even in the face of
tough market conditions. We are eager to move forward with the Buyer to
negotiate a share purchase agreement in the next step. We expect to complete the
proposed transaction during the current quarter."
The joint ownership of the Company by Questback Group AS and the Buyer will be
governed by a shareholders' agreement between the two parties setting out the
terms of their joint ownership on customary terms.
As part of this strategic move, Questback Group AS will retain a 25% stake in
Questback AS and intends to apply for a de-listing of the shares from trading on
Euronext Growth. A proposal for such de-listing will be presented to the
shareholders at the same general meeting, which will also consider the
transaction. The reporting and approval of the annual report for the fiscal year
2022, which has been postponed due to the proposed transaction, will be
conducted concurrently.
The proposed transaction: The entry into of the transaction is subject to
execution by the parties of final and binding transaction documents. Closing of
the transaction is expected to be conditional upon various customary closing
conditions, including but not limited to approval at the Company's general
meeting of the transaction by a two-thirds majority vote. Questback Group AS has
entered into a term sheet with Precise Credit Solutions 17 S.a.r.l., being the
lender under the Company's bond loan agreement (the "Buyer"), regarding a sale
of 75% of the shares in the company's operational subsidiary Questback AS (the
"Company") for NOK 1 and significant changes to the terms of the bond issued by
Questback AS (the "Bond Loan"). The contemplated main amendments to the Bond
Loan are as follows: (i) all current financial covenants are deleted, or
waivered if applicable