Qt Group (QTCOM) M&A Announcement summary

Deal rationale and strategic fit

• Public cash offer for all Class B shares in IAR Systems at SEK 180 per share, totaling approximately SEK 2,293 million (EUR 204 million).

• IAR's embedded software solutions and development tools complement the acquirer's ambition to be a multi-product company in the embedded and MCU markets.

• The acquisition expands the value chain position, enabling earlier engagement in customers' development processes and supporting a shift toward SaaS and subscription revenue.

• Both companies serve overlapping industries, such as automotive, industrial automation, IoT, and MedTech, broadening the addressable market.

• Enhanced ability to offer comprehensive, one-stop solutions and strengthen global customer engagement.

Financial terms and conditions

• Offer price is SEK 180 per share, valuing the transaction at approximately SEK 2,293 million (EUR 204 million), representing a 63.6% premium over IAR’s 3-month volume-weighted average trading price.

• Financing will be through a mix of internal funds, cash, and up to EUR 170 million in new debt commitments.

• Acceptance period is expected from August 18, 2025, to September 25, 2025, with possible extensions.

• 36% of shareholders have committed or expressed intent to accept the offer, including 25.8% irrevocably and 10.9% indicating support.

Synergies and expected cost savings

• Opportunity to cross-sell software quality and assurance products to IAR's customer base, expanding the addressable market.

• Combined entity will offer a more comprehensive, one-stop solution for embedded software and application development.

• Potential to accelerate sales and improve lead times by leveraging complementary product portfolios and closer cooperation across sales and customer success functions.