PRESS RELEASE: London, 26 June 2018
Cognosec completes acquisition of ADVANTIO
- Cognosec acquires 100% of ADVANTIO, subject to usual closing conditions
- ADVANTIO is a specialist cyber resilience and advisory business
- The consideration of €12m comprises €2.4m cash and €9.6m value in Cognosec shares satisfied by the issue of 20,000,000 shares at a €0.48 strike price.
Cognosec AB (publ) ("Cognosec" or "The Company"), (Nasdaq: COGS, OTCQX-Nasdaq Intl: CYBNY), a leading supplier of cyber security solutions with operations in Europe, Africa and the Middle East, signs share sale and purchase 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 the information security advisory area of its business.
Cognosec AB today announces the signing of a share sale and purchase agreement pursuant to the acquisition of ADVANTIO, which has closed in Q2 2018 subject to usual closing conditions.
ADVANTIO is a Dublin-registered company with offices in Dublin, Naples, Rome and Kiev. The transaction will include the acquisition of 100% of outstanding shares in ADVANTIO for a consideration of €12,000,000, comprising €2,400,000 cash and €9,600,000 value in Cognosec AB new issue shares at a €0.48 strike price. The share consideration will be satisfied by the issue of 20,000,000 new shares, resulting in 298,958,409 issued shares from 278,958,409 issued shares previously and a dilution of 7.12**%. In addition, the new shares will result in a change in share capital of 5,234 EUR, which is a change from a previous share capital amount of 73,007 EUR, to 78,241 EUR. There will be no other impact on Cognosec AB's balance sheet.
ADVANTIO is a specialist cyber resilience advisory company providing professional advisory services, managed solutions and its own inhouse developed SaaS security and compliance solutions along with multilingual support covering eighteen languages. ADVANTIO was established by a team who are pioneers in cyber security and who together possess a combined total of over eighty years' management experience 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 ensure that they are fully compliant with applicable PCI DSS requirements, both with regards to specialized areas such as Requirement 9.9, which relates to the protection of POS devices and Cardholder Data, as well as general compliance, helping organisations become fully cyber resilient, going from zero to PCI-compliant.
ADVANTIO 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.
ADVANTIO recorded revenues of €2.85m* in 2017 and EBITDA of €502k*.
The acquisition of ADVANTIO will improve Cognosec AB's competitive advantage in advisory services, especially within the key area of 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 finally now joining the Cognosec AB family and it brings us tremendous excitement in building for the future with our esteemed customers and our loyal employees. We now have the opportunity to accelerate our aggressive growth plans through the addition of brand-new geographies for us, including new territories encompassing EMEA and through Cognosec AB's existing clientele."
Kobus Paulsen, Chairman of Cognosec AB commented - "Marco, Martin, Francesco and Irmantas, who lead ADVANTIO's management and executive teams, have worked unbelievably hard in building a profitable and productive business, and the synergies between our organisations from both cultural and commercial perspectives are a perfect fit. ADVANTIO has a Who's Who? of customers in key industry sectors and they provide critical support and technological capabilities in key geographies to these clients. Their ability to provide continuous care is undisputed - hence the reason their clients have stayed with them for many years. We cannot wait to build the next phases of our growth, together and it has been a true pleasure to work with Marco and his teams through the acquisition phase."
The acquisition will place Cognosec and Advantio together in the top bracket of PCI Qualified Security Assessors and PCI Approved Scanning Vendors worldwide and in the top three in Europe.
* Figures rounded to nearest whole number and subject to final audit and statutory and completion accounts
** Figure rounded to 2 decimal places
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 26 June, 2018, at 20.00 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) 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 173 personnel at the end of Q1 2018. For further information, please visit www.cognosec.se