GOFORE PLC COMPANY ANNOUNCEMENT 14 FEBRUARY 2019 AT 14:45

Gofore and Silver Planet join forces

Gofore Plc has today agreed to acquire the entire share capital of Silver Planet Oy, a digital transformation consulting company with a history of fast growth. The deal is also immediately executed, so the entire share capital of Silver Planet Oy has been transferred to Gofore. With the acquisition, Gofore will strengthen its position as an advisor in digital change and as one of the most significant builders of digital societies.

Silver Planet employs approximately 40 digitalisation experts at its office in Helsinki and has a wide network of subcontractors. The company's services include management consulting, project management services and service design. The clientele consists of large cities, public sector organisations and companies undergoing digital transformation. Silver Planet's net sales were EUR 7.2 million and EBIT was EUR 1.8 million (25% of net sales) in 2018.

"Silver Planet is a respected company in its customer base and our long-term partner. Our ability to serve our customers comprehensively in digital change will improve with the acquisition. Together, we are a credible and fresh alternative to traditional consulting companies. Our services combine technological expertise with top talent in leadership consulting and customer experience development", says Timur Kärki, CEO of Gofore.

Gofore already has a strong foothold in the digitalisation of the Finnish society. One of the focus areas of the company's strategy is to build a human-centric society with smart and responsible use of technology. Together with Silver Planet, the impact on the Society customer segment will increase significantly.

"Leading digital capabilities in our society is still in early stages, even though the awareness is there and the benefits it brings are known. A lot of our customers have made digitalisation their main strategic goal. Organisations emphasise the change of practices and the renewal of business models based on technology. Here, in particular, our expertise in capability and ecosystem development create tremendous new opportunities", says Mika Karjalainen, the founder and principal consultant at Silver Planet.

Elja Kirjavainen, CEO of Silver Planet, also commented:

"Our growth has been fast and customer needs will continue to grow in the coming years. Together with Gofore we are able to help our existing and new customers to succeed even better and provide our employees with new development opportunities".

The purchase price of EUR 14.3 million consists of the enterprise value EUR 10.8 million and compensation of EUR 3.5 million for net cash. Gofore estimates that the net sales impact of the deal is approximately EUR 7 million in 2019 in the financial report of Gofore Group.

Silver Planet Oy will continue as an independent company and the company will be reported as part of Gofore Group as of 15 February, 2019. The former partners Elja Kirjavainen, CEO, Mika Karjalainen, founder, and Katariina Kolehmainen, business director, will continue in their current positions.

The Board of Directors decided on a share issue as part of the purchase price

The entire share capital of Silver Planet Oy has been transferred to Gofore on 14 February, 2019, and all Silver Planet shareholders have been made owners of Gofore.

Pursuant to the Annual General Meeting of Shareholders on 27 March, 2018, the Board of Directors of Gofore Plc decided on 14 February, 2019 to direct the share issue as payment of the purchase price to sellers of Silver Planet shares. In the share issue, a total of 852,001 new shares of Gofore were subscribed at a subscription price of EUR 8.392 per share. The subscription price has been determined according to the average exchange price weighted based on the exchange volume between 14 January, 2019 and 12 February, 2019. The remainder of the purchase price was paid with cash on hand.

The new Gofore shares will be entered into the Trade Register approximately on 2 April, 2019, and trading in new shares on the Nasdaq Helsinki Ltd administered First North Finland marketplace will begin approximately on 4 April, 2019. The new shares will not be entitled to a possible dividend for the financial year 2018. Following the registration of the shares subscribed for in the share issue, the total number of Gofore shares is 13 969 157. The new shares represent approximately 6.1% of the company's share capital after the registration of the new shares.

Silver Planet's entire personnel will be included in the CrewShare incentive program of Gofore publiced on 13 February, 2019. In addition, Gofore will issue a free of charge directed share issue to Silver Planet personnel for a total cost of EUR 200.000, including value of issued shares and expenses.

Silver Planet Oy key figures

Income statement

EUR 1,000   2017  2018 
Net sales 3,223.0  7,206.1 
Other operating income 0.5  7.7 
Materials and services -1,139.7  -1,665.1 
Personnel expenses -1,153.4  -3,254.6 
Depreciations and amortisations -28.0  -22.6 
Other operating expenses -304.0  -455.5 
Operating profit (EBIT) 598.3  1,815.9 
Financial income and expenses  0.5  0.6 
Profit/loss for the financial period before taxes 598.8  1,816.5 

Balance sheet

EUR 1,000 31 December 2018
ASSETS   
Non-current assets  
Tangible assets 224.2 
Investments 13.0 
Non-current assets total 237.1 
   
Current assets    
Long-term receivables 34.5 
Short-term receivables 1,225.8 
Liquid asset securities 502.0 
Cash and cash equivalents 3,479.2 
Current assets total 5,241.4 
ASSETS TOTAL 5,478.5 
   
EQUITY AND LIABILITIES    
Shareholders' equity  
Share capital 8.0 
Profit/loss from the previous financial periods 2,109.2 
Profit/loss for the review period 1,452.1 
Total shareholders' equity 3,569.3 
   
Liabilities  
Short term liabilities 1,909.3 
Total liabilities 1,909.3 
TOTAL EQUITY AND LIABILITIES   5,478.5 

Further enquiries:  
Timur Kärki, CEO, Gofore Plc 
tel. +358 40 828 5886 
timur.karki@gofore.com 

Elja Kirjavainen, CEO, Silver Planet Oy 
tel. +358 40 048 7657
elja.kirjavainen@silverplanet.fi

Certified Adviser: Evli Pankki Plc, tel. +358 40 579 6210

Gofore Plc is a Finnish digitalisation specialist with international growth plans. We're made up of more than 500 people across Finland, Germany, Spain, United Kingdom and Estonia - top experts in our industry who are our company's heart, brain, and hands. We use consulting, coding and design as tools to incite positive change. We care for our people, our customers, and the surrounding world. Our values guide our business: Gofore is a great workplace that thrives on customer success. In 2018, our net sales were EUR 50,6 million. Gofore Plc's shares are quoted in the First North Finland market administered by Nasdaq Helsinki Ltd. Learn to know us better at www.gofore.com.

Silver Planet Oy is growing capability design company with team of 40 professionals. We help our clients to succeed by identifying and developing right capabilities. Our services cover support and expertise in a journey from vision to strategic capability development, from change planning to actual implementation. In our team each employee has possibility to develop her/himself and our services and operations. We are eager to bravely renew ourselves. New methods and concepts are co-created together. Clients and their success are our passion. In 2018, our net sales were EUR 7,2 million. More information is available at  www.silverplanet.fi.