Ementor ASA and Topnordic A/S, a privately owned Danish company controlled by Mr Ib Kunøe through Consolidated Holdings A/S (64%), have entered into a merger agreement, whereby Ementor will acquire all the shares in Topnordic. The agreed consideration for the shares in Topnordic is 380,378,583 Ementor shares, equal to a value of MNOK 814 based on the latest Ementor share price of NOK 2.14. This reflects a 50/50 exchange ratio. The agreement has been entered into between the Board of Ementor and shareholders of Topnordic. The agreement is subject to the approval by the shareholders in Ementor and the competition authorities in Norway and Sweden. The Board of Ementor recommends their shareholders to approve the agreement.
Jo Lunder will be the CEO of the merged company with Claus Hougesen as Deputy CEO, while Ib Kunøe will assume the position as Chairman of the Board.
Ementor and Topnordic are similar in size as measured by turnover and the two companies have very complementary businesses in terms of operational strengths, geographical coverage, product/service offerings and market position in the Nordic region. The merger will create the leading infrastructure solutions player with over NOK 6.5 billion in pro forma 2005 revenues and is expected to create sales synergies as well as scale advantages and cost reductions. The merger is an important step for both Ementor and Topnordic in creating a strong strategic platform for profitable growth in the Nordic region. The merged Group will be the market leader in Norway and Denmark and a clear no. 2 in the Swedish market as well as having a presence in the Finnish market.
The business will operate under the Ementor name in Norway, Ementor and Topnordic in Sweden and Topnordic in Denmark and Finland. A new legal and organizational structure will be created to ensure focus on core activities and clear separation from non-core activities. This will mean that business consulting, SAP consulting, application outsourcing and system development activities in Ementor Denmark will be established as a separate entity headed by Carsten Dilling.
The Danish owned Topnordic is the third largest Value Added Reseller of IT products and services in the Nordic markets with a turnover of more than NOK 2.8 billion and an EBITDA of MNOK 81 in 2005. Topnordic had a net debt position at the end of 2005 of approximately MNOK 208 (mainly reflecting financing of accounts receivable). The Company employs 600 employees and has its headquarters in Copenhagen, Denmark and operates from 4 offices in Denmark, 4 in Sweden, 2 in Norway and in Helsinki in Finland. Topnordic has won significant market shares in Denmark, Sweden, and Norway through a proactive, focused and streamlined organisation , utilizing a business model with a high degree of electronic integration with customers and suppliers. Topnordic has historically grown through a combination of acquisitions and significant organic growth within IT hardware, software, services and infrastructure business.
The merger will be presented to the extraordinary general meeting of Ementor for approval on 3 March 2006. Assuming approval by Ementor’s shareholder meetings and the relevant competition authorities, there will be an immediate closing of the transaction in the beginning of March 2006. Following the merger, Ib Kunøe, through his control of Consolidated Holdings A/S, will be the largest single shareholder in Ementor ASA with approx. 32 % of the shares.
Jo Lunder, CEO of Ementor, stated: “as soon as we drew up the new strategic direction for Ementor in 2005, we began exploring opportunities for strengthening our position in the Nordic infrastructure solutions market. In this context the merger represents the most attractive first step in realising our ambitions for the future. Topnordic and Ementor are very complementary businesses, which based on our respective strengths provides exciting opportunities for employees and customers, as well as profitable growth for shareholders going forward”.
“Ementor and Topnordic is a strong combination and our ambition is to grow the merged company based on a lean cost structure, an effective e-commerce platform and our competence base of highly motivated and proactive employees. We had the ambition to be the no. 1 player in the Nordic region by 2009, a goal we have now achieved. Looking forward when the companies are integrated we will be able to expand outside the Nordic region to further capitalize on our unique and focused business model”, says Ib Kunøe, Chairman of the Board of Topnordic A/S and Consolidated Holdings A/S.
SEB Enskilda ASA is engaged as financial advisor to Ementor ASA and ATRIUM Partners is engaged to Topnordic A/S and its shareholders.
For further information, please contact:
Chief Executive Officer, Jo Lunder, Ementor ASA, Tel: +47-90 08 08 42
Chairman of the Board, Ib Kunøe, Topnordic A/S, Tel: + 47 916 26 166
The presentation related to the Ementor and Topnordic merger is included in
Ementor’s Q4 presentation and is available at
www.ementor.com/reports.
About Ementor
Ementor is a leading provider of infrastructure solutions in Scandinavia with headquarter in Oslo and a turnover of NOK 3.5 billion in 2005. The Company has a strong position with key global technology partners such as Cisco, IBM, Microsoft and HP. Ementor has approximately 1 500 employees. The Company is located in Norway, Denmark and Sweden with 14 offices.
Within the scope of infrastructure solutions Ementor provides customers with hardware, software, infrastructure consultancy as well as ongoing service and support. Ementor designs, builds and manages IT infrastructure solutions within IT platform/system, communication, collaboration and security. Ementor helps strengthen customer’s competitiveness by combining technology and competence in practice. This is one of the reasons for why Ementor is one of the most highly certified IT companies in the region.
Ementor ASA is listed on the Oslo Stock Exchange with approx. 13 800 shareholders and Kistefos AS is currently the largest single shareholder with 21.9% of the shares.
About Topnordic
Topnordic is the third largest Value Added Reseller of IT products and services in the Nordic markets with a turnover of approx. DKK 2.6 billion in 2005. The Company employs 600 employees and has its headquarters in Copenhagen, Denmark and operates from 4 offices in Denmark, 4 in Sweden, 2 in Norway and in Helsinki in Finland. The Company is active within sale and delivery of hardware, software, supplies, implementation of IT infrastructure and service on infrastructure and education. Products are from leading vendors as e.g. HP, IBM, Fujitsu-Siemens, Citrix, Toshiba, Microsoft, Lexmark, Fujitsu. The Company is holding the highest certifications from leading companies including HP Premier Partner, IBM Business Partner, Microsoft Gold Partner, Citrix Platinum Partner and Novell Premier Partner.
The business model is based on a close link to suppliers and customers using a high degree of electronic integration. The company has its own e-portal called eSHOP which is containing a virtual inventory of DKK +4 billion. More than 60 suppliers are connected to the portal which is connected to large portals such as Gatetrade and IBX used by many companies in the Nordic countries.
Topnordic A/S is a Danish privately owned company with Consolidated Holdings as the major shareholder with 64% of the shareholding. Other shareholders are Carliis Group with 21% and Topnordic management with 15% of the shares.