Cognosec enters into an exclusive agreement to acquire ITWAY's Cyber Security Value Added Distributor interests in Turkey and Greece for €10 million
- Cognosec to acquire 100% of ITWAY HELLAS SL SA & ITWAY TURKYIE LTD
- ITWAY Turkey and Greece dominate cyber product distribution markets.
- ITWAY Turkey and Greece revenues in 2017 are €26m* with EBITDA of €1.9m*
Cognosec AB (publ) ("Cognosec"), (Nasdaq: COGS OTC-Nasdaq Intl. Designation: CYBNY), a leading supplier of cyber security solutions with operations in Europe, Africa and the Middle East, signs an exclusive agreement with ITWAY S.p.A. ("ITWAY"), a public company listed on the stock exchange managed by Borsa Italiana S.p.A. (ITW.MI), to acquire its Turkish and Greek cyber security product Value Added Distributors.
Cognosec today announces the signing of Heads of Terms of Agreement related to the proposed acquisition by Cognosec of 100% of the shares in ITWAY HELLAS SL SA & ITWAY TURKYIE LTD with aggregate revenues in 2017 of €26m* and EBITDA of €1.9m*
The total consideration payable by Cognosec for the transaction will be €10m and will consist of €2m in cash and the balance being made up of €8m in Cognosec AB new issue shares.
The sale by ITWAY of the Value Added Distribution (VAD) businesses in Greece and Turkey completes their divestment programme of their VAD businesses. The Greek business, headquartered in Halandri, Athens, is the sole distributor for market-leading cyber brands including Check Point, RSA & McAfee and generated around 30% of the combined businesses' revenues in the last financial year. The Turkish business, headquartered in Istanbul, Turkey, generate around 70% of the combined businesses' revenues and counts CyberArk, Algosec and Rapid7 amongst its sole distributor relationships. Between them, the businesses employ 23 full time personnel. Both organisations have evinced strong growth records in their respective geography and are both profitable and balance sheet positive.
The acquisition of these businesses complements the recent acquisitions by Cognosec already established in key synergistic geographies that both support and complement Cognosec's existing geographical and technological infrastructures.
The acquisition of the ITWAY businesses will also improve Cognosec's competitive advantage especially within further geographical footholds for aggressive expansion.
The transaction which is expected to close in Q2, 2018 is subject to legal, financial and technology due diligence exercises and customary conditions precedent.
Kobus Paulsen, Chairman of Cognosec commented - "Andrea Farina, the Chairman and CEO of ITWAY, and his team have established two amazing businesses evincing CAGRs of 20% consistently in key emerging markets for Cognosec. Their hard work will be continued by the Cognosec team, supported by our personnel from around the world, to build further profitable and sustainable revenues and profit contributions. The ITWAY team are a perfect fit for us culturally and from an entrepreneurial perspective with highly dependable clients and we see immense benefits in acquiring these businesses."
* Figures rounded to nearest whole number
Certified Adviser
Mangold Fondkommission AB is the Company's Certified Adviser.
Telephone: +46 (0)8 5030 1550
E-mail:info@mangold.se
FOR FURTHER INFORMATION, PLEASE CONTACT:
Tim Metcalfe / Miles Nolan
IR-contacts, Cognosec AB
Email: cognosec@investor-focus.co.uk
This information is information that Cognosec AB is obliged to make public, pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on 3rd April, 2018, at 17:45 CET.
ABOUT COGNOSEC
Cognosec AB (Publ) is engaged in providing cyber resilience solutions and in the prevention of cyber attacks. The business conducts international operations from offices in Sweden, South Africa, the UK, Kenya, Germany, Austria and the United Arab Emirates. Listed on Nasdaq First North (Nasdaq: COGS) and OTC-Nasdaq Intl. Designation (CYBNY), Cognosec delivers services and bespoke technologies to enhance public and private sector organisations' protections against unwanted intrusions and designs holistic, organisation-wide solutions to prevent diverse and increasing forms of information and identity theft. Cognosec had revenues of EUR17.19m in 2017 and employed 139 personnel at the end of Q4 2017. For further information, please visit www.cognosec.se