CodeLab Capital (CODE) investor relations material

Strategic transformation and acquisitions

• Contemplated acquisitions aim to create a NOK 400 million revenue group with positive margins, transforming from a regional to a national leader in occupational health services (OHS) and expanding into e-health and cloud infrastructure.

• Four key deals include acquiring Mdco (OHS leader), Solvit (EHR and IT for clinics), and two regional OHS providers, with most consideration paid in shares at NOK 6 per share.

• The group will operate across five verticals: OHS services, HSE software, e-health software, cloud infrastructure, and tax assets.

• A private placement of NOK 30-40 million is planned to fund acquisitions, working capital, and growth, with strong support from key stakeholders.

• Management and board have a proven track record in M&A, integration, and capital raising above market price.

Market positioning and growth drivers

• OHS market is highly regulated and fragmented, with ~200,000 Norwegian businesses as potential customers and increasing statutory requirements.

• The group will serve ~15,000 business customers, leveraging mandatory annual meetings for cross-selling and distribution at negative acquisition cost.

• Two growth vectors: consolidating market share through acquisitions and expanding wallet share by cross-selling software and compliance products.

• National scale enables better margins, lower churn, and improved service quality, with a seasoned management team driving integration and operational excellence.

• The OHS vertical is positioned for value creation with structural tailwinds from regulation, digitalization, and consolidation.

Financial outlook and value creation

• Pro forma 2026 plan targets NOK 399 million in revenue and positive EBITDA, with a resilient recurring revenue base and a path to NOK 500 million through organic growth and synergies.

• Mdco acquisition valued at NOK 124.6 million EV, with attractive multiples (4.3x EV/EBITDA 2027 plan) and strong upside from applying best practices.

• Recurring revenue and service revenue are both growing, providing visibility and downside protection; cash flow is managed through seasonality with planned capital raise.

• Solvit adds a scalable EHR platform with high recurring revenue, positioned for growth as a Norwegian-owned alternative in a consolidating market.

• Additional value from Cloudya (cloud infrastructure) and Uniscale (tax assets), with cross-portfolio synergies and disciplined integration.