Vertiseit (VERT) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition accelerates growth, strengthens SaaS offering, and expands international presence, especially in QSR, convenience, and grocery segments where the acquirer was less present.

• Visual Art brings a strong brand, high-performing team, and top-tier global customers such as McDonald's, Subway, 7-Eleven, and Circle K.

• Visual Art's award-winning, microservice-based, Azure-based platform complements the acquirer's IXM Grid backend, reducing time to market for joint projects.

• Bonnier Capital's investment aligns with its strategy to back market-leading SMEs and supports the group's growth ambitions.

• The acquisition adds top-tier customers and expands presence in Europe, Asia, Australia, and North America.

Financial terms and conditions

• Purchase price is SEK 457 million on a cash and debt-free basis, paid via cash, new B-shares, and warrants.

• Acquisition financed by SEK 225 million loan from Nordea and SEK 250 million directed share issue, with Bonnier Capital committing SEK 200 million.

• Directed Issue at SEK 42.20 per share, a 5% discount to 90-day VWAP; warrants issued at SEK 7.22, exercisable at SEK 65.00 per share in October 2027.

• Sellers received one million warrants, exercisable in three years at SEK 65 per share, a 50% premium to pre-acquisition price.

• Share capital increases by 20.5% in shares and 11.7% in votes; full warrant exercise would add 3.4% more shares.

Synergies and expected cost savings

• Visual Art's technology and developer team will enhance the speed and capabilities of the joint IXM Grid project.

• Integration of purchasing departments expected to align system margins within a year.

• Combined group increases ARR by over 40% to more than SEK 250 million, with expanded customer base and enhanced SaaS stack.