PRESS RELEASE
London, 9th April 2018
Cognosec enters exclusive agreement to acquire ADVANTIO
- Cognosec to acquire 100% of ADVANTIO, subject to contract
- ADVANTIO is a specialist cyber resilience and advisory business
- In 2017, ADVANTIO had revenues of €2.8m* and EBITDA of €500k*
- Consideration €12m comprises €2.4m cash and €9.6m COGS shares
Cognosec AB (publ) ("Cognosec" or the "Company"), (Nasdaq: COGS OTCQX-Nasdaq Intl. Designation:CYBNY), a leading supplier of cyber security solutions with operations in Europe, Africa and the Middle East, has signed an exclusive agreement with ADVANTIO, a Dublin-registered company specialising in the provision of cyber resilience solutions, products and services. The acquisition is in line with Cognosec's strategy to expand corporate professional advisory business areas.
Cognosec AB today announces the signing of Heads of Terms of Agreement pursuant to the acquisition of ADVANTIO, which is expected to close in Q2 2018, subject to legal, financial and technology due diligence exercises.
ADVANTIO is a Dublin-registered company with offices in Dublin, Naples, Rome and Ukraine. The transaction will include the acquisition of 100% of outstanding shares for a consideration of €12,000,000 comprised of €2,400,000 cash and €9,600,000 Cognosec AB new issue shares. The number of shares issued will be determined by the volume weighted average Cognosec share price, less a 9 % discount, based on ten business days prior to the execution and closing of the full acquisition's signing. The transaction will be completed by Cognosec AB. There will be no other impact on Cognosec AB's balance sheet.
ADVANTIO is a specialist Cyber Resilience advisory company providing professional services, managed solutions and PCI compliance solutions by portal along with multilingual support covering eighteen languages. ADVANTIO was established by pioneers of cyber security with over eighty-man years of management expertise specifically within the provision of advisory and technology driven professional services. ADVANTIO provides a focused approach to the provision of cyber resilience and compliance solutions across numerous business sectors including Travel & Leisure, Financial Services, Technology and Industrials. ADVANTIO helps Merchants and Merchant Portfolio Authorities to fully comply with the PCI DSS, including Requirement 9.9. It also assists organisations to become cyber resilient, from zero to PCI compliant, today.
ADVANTIO, accredited by the Payment Card Industry Security Standards Council, complements the recent acquisitions by Cognosec AB and is established in key synergistic geographies that both support and complement Cognosec AB's existing geographical and technological infrastructures.
Ranked by the number of Payment Service Providers validated against the Payment Card Industry Data Security Standard (PCI-DSS), the combined businesses will be recognised within the top#5 Qualified Security Assessors by both Visa and MasterCard in Europe.
ADVANTIO recorded revenues of €2.8 million* in FY2017 and EBITDA of €500k*.
The acquisition of ADVANTIO will improve Cognosec AB's competitive advantage especially within Governance, Risk and Compliance.
Commenting upon the acquisition of the business by Cognosec AB, Marco Borza, ADVANTIO's Co-founder & CEO, says that - "We are tremendously excited to be joining the Cognosec AB family. We now have the opportunity to accelerate our business plans through the addition of brand new geographies for us and through Cognosec AB's established client bases. Joining forces provides us with a marvelous platform for aggressive growth and by working together, we are able to now offer a wider range of advisory and related services to both our existing clients and a collective, broader clientele. We can also offer our people greater diversity of opportunities and prospects and we recognise their significant contributions in enabling us to take this exciting new path on our journey."
Kobus Paulsen, Chairman of Cognosec AB commented - "Marco Borza and his team have worked extremely hard on building a profitable and productive business and the synergies between our organisations from both cultural and commercial perspectives are immense. ADVANTIO has an extremely loyal client base in key industry sectors and their support and technological capabilities in critical geographies along with their ability to provide continuous care is undisputed. We are sincerely looking forward to building the next phase of our growth, together"
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 9th April, 2018, at 10.00 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 - OTCQX & 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