Gofore Plc
Inside information
3 July, 2023 at 12 noon EET
Inside information: Gofore buys entire share capital of Creanex Ltd, simulator developer and supplier for work machinery industry – Enterprise value 5.0 MEUR, directed share issue as part of purchase price payment
Transaction highlights
- Gofore buys the entire share capital of simulator manufacturer Creanex Ltd for enterprise value of 5.0 million euros, purchase price approximately 6.6 million euros, no additional purchase price.
- The share purchase agreement has been signed and the acquisition carried out today, 3 July, 2023.
- 30% of the acquisition price is paid as share consideration with a directed share issue and 70% as cash consideration.
- Creanex designs and manufactures tailormade simulators and their software, and offers expert services in product development.
- The parties have strong synergies in Gofore’s strategic Intelligent Industry sector customers and services.
- Creanex’s customers include e.g. Ponsse, Sandvik, Bronto Skylift and Palfinger.
Gofore’s CEO Mikael Nylund:
”Creanex’s expertise and solutions excellently complement Gofore’s offering for intelligent machines’ digitalized lifecycle. The significance of digital solutions and software increases as the demands of customer experience, as well as those of sustainability and safety, grow. With our integrated offering, we can cater to the digitalisation needs of mobile work machinery and other intelligent devices with value that is unparallel to anything in the market. I eagerly look forward to being able to offer our customers the solutions of the future and warmly welcome all Creanex experts to the Gofore community.”
Creanex’s Managing Director Markku Pusenius:
”Gofore is an ideal new home for our business, where it has more potential to grow than before, internationally in particular. Gofore also offers a good family for our experts as an excellent employer with similar values and culture with us. The internationalizing group offers both development opportunities for our experts, as well as wider shoulders for succeeding in the talent competition. I believe this combination will be a very successful one for our customers as well as our staff.”
Transaction details
Gofore and the owners of Creanex Ltd have signed the share purchase agreement today, 3 July, 2023, and the transaction has been executed immediately. The purchase price of the entire share capital of Creanex Ltd is approximately 6.6 million euros. It consists of the debt-free enterprise value of 5.0 million euros, and a compensation for net cash and working capital adjustment. Of the share purchase price, 30% is paid in share consideration and 70% in cash compensation to six sellers.
Creanex’s entire share capital has been transferred to Gofore on 3 July, 2023, and all Creanex shareholders have through the transaction become owners of Gofore. By the share issue authorization granted by the Annual General Meeting on 24 March 2023, Gofore’s Board of Directors has on 27 June, 2023 decided to carry out a directed share issue as part of purchase price payment to the sellers of Creanex shares, should the share purchase agreement be signed. In the directed share issue, a total of 77,646 Gofore shares were subscribed at a subscription price of 25.51 euros per share. The subscription price is based on the volume-weighted average price between 24 May – 22 June, 2023.
The new Gofore shares will be entered into the Trade Register approximately on 5 July, 2023. Gofore has applied for the shares to be listed on the Main Market maintained by Nasdaq Helsinki Ltd, and trading in the new shares is expected to begin on or about 7 July, 2023. Following the registration of the shares subscribed for in the share issue, the total number of Gofore shares will be 15,616,780. The new shares correspond to some 0.5 percent of the company’s share capital after the registration of the shares.
Individuals who are both sellers and operationally involved will continue in their current positions: Markku Pusenius as Managing Director, Harri Niemi as Head of Mechanical Design and Timo Mustonen as Chief Technology Officer. Creanex continues as an independent company, strongly integrating to Gofore’s Intelligent Industry sector.
Strategic rationale
Execution of Gofore’s Intelligent Industry strategy has in the recent years accumulated significant growth. The acquisition carried out today complements a service portfolio, where Gofore’s business system knowhow and expertise of mobile work machine control software are combined with Creanex’s simulation software and devices. According to Gofore’s estimate, no similar offering is available in the market.
The complexity of intelligent machines grows at an increasing speed. The change drivers are the increasing autonomy of machinery, safety and sustainability requirements as well as lifecycle emissions management. Simultaneously, manufacturers’ business requirements such as go-to-market times and customer-specific tailoring grow. In practice, testing and developing the machinery must be possible in a light simulating environment without physical machines.
Creanex’s simulators offer versatile solutions to manufacturers’ challenges. Simulators enable control software testing, work machine product development and training operators. With the help of the virtual prototypes Creanex has created, the mechanics, hydraulics, electronics, and software are all designed in the same development environment. Manufacturers benefit from shortened product development cycles, as well as saved prototyping costs and mitigated emissions. These days, training simulation solutions are a prerequisite for large deals in the industry from the machine manufacturer to their customer.
Creanex’s simulators are used by e.g. truck-mounted aerial platform manufacturer Bronto Skylift, crane and lifting solution manufacturer Palfinger, as well as Gofore’s and Creanex’s joint customers, forest equipment manufacturer Ponsse and engineering company Sandvik. The acquisition also strengthens Gofore’s service offering and growth ambition in German-speaking Europe, the DACH area, where there is a significant market in the intelligent industry space.
Further information on Creanex
Creanex designs and manufactures simulator solutions and offers expert services for product development. The company’s specialty are simulators that include the actual control system of a machine or device. The solutions are based on the Creanex software platform, on which the customer-specific implementations are made.
The company designs the simulators and assembles them in Tampere. Creanex’s simulators are also widely used for educational purposes in Finland, for example in academies offering professional degrees in land construction and logistics industries. The training directly answers machine manufacturer needs, as companies have a supply of skilled operators and drivers.
Creanex employs 28 experts. Some 90% of Creanex’s net sales comes from Finland, and the company also has customers in e.g. the DACH area.
In the financial period ended in July 2022, Creanex’s net sales were 4.7 million euros and EBITDA some 0.6 million euros. Net sales in the company’s financial period ended on 30 June, 2023 are estimated to result similarly to the previous financial period. Gofore expects Creanex’s business to develop as part of Gofore’s offering and contribute to the growth of the Intelligent Industry sector in the coming years.
Creanex continues as an independent company, and the company’s numbers will be reported as part of the Gofore Group as of 3 July, 2023.
Creanex key financials 2022 and 2021 (financial period July-June)
|
MEUR |
July 2021-June 2022 |
July 2020-June 2021 |
|
Income statement |
|
|
|
Net sales |
4.69 |
3.60 |
|
EBITDA |
0.57 |
0.44 |
|
Operating profit |
0.55 |
0.42 |
|
|
|
|
|
Balance sheet |
30 June 2022 |
30 June 2021 |
|
Fixed assets |
0.01 |
0.02 |
|
Long-term receivables |
0.00 |
0.00 |
|
Short-term receivables |
1.11 |
1.03 |
|
Cash and cash equivalents |
1.57 |
1.05 |
|
Total assets |
2.91 |
2.22 |
|
|
|
|
|
Liabilities |
|
|
|
Equity |
1.66 |
1.30 |
|
Non-current liabilities |
0.00 |
0.00 |
|
Current liabilities |
1.25 |
0.92 |
|
Total liabilities |
2.91 |
2.22 |
Further information:
Mikael Nylund, CEO, Gofore Plc
tel. +358 40 540 2280
mikael.nylund@gofore.com
Markku Pusenius, Managing Director, Creanex Oy
tel. +358 50 311 0303
Markku.pusenius@creanex.fi
Gofore Plc
Gofore is an international digital transformation consultancy with Finnish roots. We have 1,400 impact-driven people in 19 locations across Finland, Germany, Austria, Spain, Estonia and Italy. With our technology and business expertise we build an equal digital society and create sustainable solutions for the intelligent industry. Our diverse group of professionals shares a pioneering ambition to create a more humane, sustainable and ethical digital world. Our values guide our business: Gofore is a great workplace that thrives on customer success. In 2022, our net sales amounted to EUR 149.9 million. Gofore Plc’s share is listed on the Nasdaq Helsinki in Finland. Our vision is to be the most significant digital transformation consultancy in Europe. Learn to know us better at gofore.com.
Creanex Ltd
Creanex is a Tampere-based technology company founded in 2003. We employ over 20 full-time employees, mostly consisting of experts in software and automation. Creanex develops and manufactures training and product development simulators for work machines, devices, and vehicles. Creanex’s simulators are turnkey solutions that include all needed mechanics, electronics, and software. Our specialty are simulators that include the actual control system of a machine or device. Creanex’s simulator technology speeds up and brings savings in the training of work machine operators and streamlines product development processes by enabling automated integration testing. Our main customers include Ponsse Plc and Sandvik Mining and Construction Ltd. Creanex has manufactured over 600 simulator systems to date, most of which have been exported to a number of countries. Creanex’s net sales in the financial period ended in June 2022 were 4.7 million euros.
