This press release is not an offer to acquire shares.
Mainz, 20 June 2022 - Aareon AG [1] has, through Mary BidCo AB [2] ("Mary BidCo"), entered into binding agreements to acquire 15,489,152 shares in Momentum Software Group AB ("Momentum" or the "Company"), corresponding to a holding of approximately 93 per cent of the shares and votes in Momentum, at a price of SEK 108 per share, valuing Momentum, based on all outstanding shares, at approximately SEK 1,797 million.
Momentum provides modern platforms that digitalize and simplify everyday life for property owners and their tenants. The Company develops, sells and implements Software as a Service (SaaS) for property management and energy monitoring. Momentum has about 95 employees and its headquarter is based in Stockholm, Sweden.
Aareon has long been impressed with Momentum's development, its employees and customer offering. The ambition is that these together will form the cornerstone of the Nordic region's leading SaaS company for property owners. The combined Nordics business will operate under the Momentum software brand.
Together, Momentum and Aareon will offer a broader product portfolio to its customers with Momentum's best-in-class property management software, Momentum's energy monitoring software, and Aareon's solutions suite. This will support the Nordic property industry in further digitalizing their workflows. Aareon and Momentum will also benefit from pan-European cross-selling opportunities. Aareon will continue to support its customers across its full existing product suite.
Richard Durlow, CEO of Momentum, said: "We are excited to combine forces with a European leader like Aareon. This will enable us to continue to invest in our best-in-class platform and we will drive even faster digitization of the Nordic property industry."
Harry Thomsen, CEO of Aareon, said: "The acquisition of Momentum is another milestone in Aareon's international growth strategy. Momentum has a strong SaaS property management software that complements our digital ecosystem Aareon Smart World. The acquisition also supports our ambition of becoming a SaaS company with a growing share of recurring revenue. Together with Momentum, we will be a strong partner for the property industry in Sweden, Norway and Finland."
The acquisitions are expected to be completed on 27 June 2022, after which Mary BidCo will achieve an ownership of approximately 93 per cent of the shares and votes in Momentum. In connection with the completion of the acquisitions, the mandatory offer threshold will be passed, entailing that Mary BidCo is required to launch a mandatory takeover offer for the remaining shares in Momentum within four weeks of the acquisitions, or to initiate compulsory redemption proceedings to acquire the remaining shares in accordance with the provisions of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) within this period. The latter alternative entails that the requirement of a mandatory offer will cease.
When the acquisitions have been completed, Mary BidCo intends to initiate compulsory redemption proceedings to acquire the remaining shares in Momentum and to promote delisting of Momentum's shares from Nasdaq First North Growth Market.
Mary BidCo also intends to, through Carnegie Investment Bank AB (publ), acquire, or take measures to acquire, shares in Momentum on the market during the period which Momentum is still listed on Nasdaq First North Growth Market.
Carnegie Investment Bank AB (publ) is financial advisor to Aareon and Roschier Advokatbyrå AB is legal advisor to Mary BidCo and Aareon in connection with the acquisitions.
Mary BidCo AB
The board of directors
[1] A German public limited liability company (Aktiengesellschaft) with corporate registration number HRB 7713 and with corporate seat and headquarters in Isaac-Fulda-Allee 6, 55124 Mainz, Germany.[2] Mary BidCo AB is a newly established company (Goldcup 30893 AB under name change to Mary BidCo AB), with corporate registration number 559381-5490, domiciled in Stockholm, wholly-owned by Aareon AG.
