MapsPeople A/S announcement Acquisition of Point Consultings Pte. Ltd. indoor mapping activities

MapsPeople A/S |Inside Information

Company Announcement No. 21 - 2024

Aalborg, October 23, 2024

Announcement regarding Acquisition of the indoor mapping activities of Point Consulting Pte. Ltd. ("Point Consulting")

Today, MapsPeople announces that the Board of Directors have approved signing a definitive agreement to merge the indoor mapping activities (customer contracts and associated technology) of Point Consulting into MapsPeople. Point Consulting has an excellent customer base that compliments MapsPeople's customer base in a synergistic manner paving a way to further accelerate MapsPeople's growth related to indoor mapping solutions for Airports, Airlines, etc.  

The transaction will add a minimum of mDKK 2.1 to MapsPeople's ARR and will have minimal positive impact on revenues and EBITDA in 2024. The acquired business will be implemented with a 75% EBITDA margin as no employees will transition to MapsPeople, hence the transaction will positively impact revenues in 2025 with mDKK 2.1 before any upsell and expansion, and it will impact EBITDA positively with mDKK 1.6 in 2025 with a similar impact on cash flow from operations in 2025 of mDKK 1.6.

In connection with this acquisition, MapsPeople's CEO, Morten Brøgger, says: "Point Consulting is a company specialized in delivering geo-solutions and related consulting services to customers in various industries, and as part of this business they have built an indoor solutions with 17 customers (predominantly airports) that as part of the acquisition will be transferred to MapsPeople, including a set of underlying technology components that will be imbedded in MapsPeople's current Intellectual Property. Importantly, as part of the transaction Point Consulting will become a reselling partner for MapsPeople's core product MapsIndoors which I am confident will help accelerate MapsPeople's growth even further in the coming years".

Matt Anseau, Director of Point Consulting  says: "We are excited to merge our current customer base with Mapspeople and look forward to deepening our relationship as a valued reselling partner for MapsIndoors."

Details on the Acquisition

As announced on August 12th, in CA-14 related to the completed capital raise in September, MapsPeople intends to use approx. 50% of the capital raised on M&A growth. This transaction is a part of this announced initiative. The transaction is an Asset deal where MapsPeople only acquires customer contracts and assets within indoor mapping solutions and not the full business of Point Consulting. 

The consideration for the acquired contracts and assets amounts to mDKK 5.3 (corresponding to a multiple of 2.5 times ARR) which will be paid in 80% cash (mDKK 4.2) and 20% shares by issuing new shares in MapsPeople corresponding a value of mDKK 1.1. The number of new shares will be determined by the average share price of the 5 days prior to closing. In addition, Point Consulting will be entitled to a cash earn-out of up to mDKK 1.8 and a share based earn-out corresponding to a value of mDKK 1.0. The number of new shares will be determined by the average share price of the 5 days prior to closing. The aggregated maximum consideration amounts to mDKK 8.1 corresponding to a multiple of 3.8 times ARR.

The new shares will be issued pursuant to the board's existing authorization in the articles of association. The new shares will be listed on Nasdaq First North Growth Market Denmark in reliance on the exemption in the EU Prospectus Regulation and not on the basis of a prospectus. 

The transaction has been signed today and Closing is expected to be in November 2024.

For additional information, please contact

MapsPeople A/S

Morten Brøgger, CEO

Mobile (+45) 31 23 48 72

Email mobr@mapspeople.com 

Stigsborgvej 60, 9400 Nørresundby

Denmark

Certified Advisor

Grant Thornton

Jesper Skaarup Vestergaard

Mobile (+45) 31 79 90 00

Stockholmsgade 45

2100 Copenhagen Ø

Denmark

IMPORTANT INFORMATION

This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by MapsPeople in any jurisdiction where such offer or sale would be unlawful, and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions, including but not limited to, the United States, Australia, Canada or Japan.

This announcement does not constitute an offering circular, company description or other offer document, and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in MapsPeople except as described in this company announcement.

Neither the existing shares of MapsPeople (the "Existing Shares") nor the New Shares have been, or will be, registered under the United States Securities Act of 1933, as amended ("Securities Act"). Neither the Existing Shares nor the New Shares may be offered or sold, directly or indirectly, in or into the United States or to persons residing there. Moreover, the Private Placement is not made to persons resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland, or Singapore or to persons whose participation would require the publication of a prospectus, registration or other measures.

Certain statements in this announcement constitute forward-looking statements. Forward-looking statements are statements (other than statements of historical fact) relating to future events and the Company's anticipated or planned financial and operational performance. The words "targets", "believes", "expects", "aims", "intends", "plans", "seeks", "will", "may", "might", "anticipates", "would", "could", "should", "continues", "estimates" or similar expressions or the negative forms thereof, identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. MapsPeople has based these forward-looking statements on its current views with respect to future events and financial performance. By their nature, forward-looking statements are based on certain assumptions and projections on future events and financial performance, which involve a number of risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. Actual results are likely to differ from those set forth in the forward-looking statements. Any forward-looking statements speak only as at the date of this document and neither the Company nor any of its respective affiliates, directors, officers, employees, advisors, or any other person is under any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not and may not rely on these forward-looking statements.