Stockholm, Sweden - CLX
Communications AB (publ.) - XSTO:CLX
CLX Communications, a leading global provider of
cloud-based communication services, announces that it has completed
the acquisition of Sinch AB. The intention to acquire Sinch AB was
announced on December 9 2016, when CLX presented a binding offer
that was accepted by Sinch AB's owners.
"CLX was founded on a vision to
become the world's largest and leading player in the market for
mobile cloud-based communications, with solutions for text, voice
and Internet of Things - IOT. Following the IPO of last fall, the
summer's acquisition of Mblox was the first of several important
steps towards that objective. With the now-completed acquisition of
Sinch we are taking another major strategic step in achieving our
vision," says Johan Hedberg, President and CEO, CLX
Communications.
"CLX has consistently built a
global market position and has quickly become a power in
cloud-based communications. CLX has a strong customer base
consisting of many leading companies, and strong brands within a
breadth of industries that collectively represent a very exciting
opportunity for further growth. Through CLX's acquisition of Sinch
we will jointly create unique market-leading solutions for the
integration of voice-based communication with CLX's existing cloud-based communication solutions," says
Andreas Bernström, founder of Sinch.
"I look forward to being part of
the next exciting chapter of how Sweden's technology powerhouse
develops into a global leader," concludes Andreas Bernström
Background and rationale for the
acquisition of Sinch
The market for communication between companies'
business-critical applications and people (A2P) is growing very
strongly, irrespective of whether this uses text messaging,
voice-based solutions or the Internet of Things - IOT. Even before
its market listing in 2015, CLX had painted a clear picture of how
the company envisaged developments in the coming years, and how it
would take a leading role in the consolidation of a fragmented
market. The acquisitions of MBlox and Sinch are clear evidence that
CLX is delivering on this strategy.
Over the past eight years, CLX has grown to become
a leading provider to global companies that want to communicate
with customers, employees, partners and others using mobile
cloud-based solutions. The market is still growing continuously
thanks to increased demand for mobile communications, but also
thanks to new and innovative solutions and applications.
Leading companies around the world are not content
with this, and are constantly seeking new ways to broaden their
communication. They are increasingly looking for new channels and
technologies for the modern globalized market. Integration of
voice-based communications with the applications of the future will
be crucial to winning the battle for customers.
Sinch was founded in 2014 when Rebtel AB decided
to place its technology, platform and operations in a separate
company. As early as in 2014, Sinch saw major growth opportunities
in cloud-based communication services, and since its launch Sinch
has successfully become a supplier to a number of leading app and
web companies, particularly on the West Coast of the United
States.
Several of the world's leading players in mobile
applications have realized the strength of Sinch, and are today
highly valued customers that largely run their innovation in
voice-based communications on Sinch's technology.
Companies that are leaders in the development of
new and innovative mobile applications and communication solutions
commend the strategic importance of using a partner to access
world-leading technology in cloud-based communications for text
messaging, voice and Internet of Things (IOT) solutions.
The transaction
CLX is acquiring Sinch at an Enterprise Value totaling SEK 130 million. The purchase
price is being paid partly in CLX shares and partly in cash through
some of Sinch's debt being settled by CLX.
Within the total purchase price CLX has lent SEK
1.5 million to Sinch through a convertible loan, thereby ensuring
access to working capital.
With support of the authority granted by the
annual general meeting of September 7 2015 to issue shares, the
board of directors of CLX has decided on a non-cash issue to Rebtel
Owners AB of 885,797 consideration shares.
The remainder of the purchase price, minus the
convertible loan of SEK 1.5 million, amounting to SEK 53,496,875 is
being paid in cash.
-
Through the non-cash issue, CLX's share capital
increases by SEK 88,579.70, from SEK 4,864,864.50 to SEK
4,953,444.20.
-
The total number of registered shares in CLX
increases by 885,797, from 48,648,645 to 49,534,442 shares
registered and outstanding, once the non-cash issue is registered
with the Swedish Companies Registration Office.
Information about Sinch
Sinch has successfully won and developed numerous
global customers.
In 2015 Sinch reported sales of SEK 488 million
and EBITDA of SEK -15.7 million, with Rebtel services accounting
for a large majority of Sinch's revenues. For financial year 2016
it is estimated that Sinch will have sales of approximately SEK 490
million and EBITDA of SEK -27 million. These figures are based on
the reported actuals for the period January 1 - October 31 2016,
and a projected outcome for the period November 1 - December 31
2016. At the time of closing Sinch has approximately 40 employees
in Sweden and five in the United States.
Estimated impact on the company's
operations
During 2017 it is estimated that the acquisition
of Sinch will cost CLX up to approximately SEK 45 - 55 million with
regard to integration and restructuring costs. CLX expects the
acquisition will have only a limited negative impact on CLX's
earnings per share for 2017. CLX also estimates that Sinch will
from 2018 contribute positively to CLX's EBITDA and earnings per
share.
Timetable
Sinch is consolidated as of December 20, 2016,
after which the planned integration work begins, which is expected
to take approximately 12 months. CLX expects Sinch to be fully
integrated at the beginning of 2018.
For further information please
contact
Thomas Ahlerup
Chief Investor Relations Officer
CLX Communications AB (publ.)
Mobile
+46-768-966300
E-mail
thomas.ahlerup@clxcommunications.com
About CLX Communications
CLX Communications (CLX) is a leading global
provider of cloud-based communication services and solutions to
enterprises and mobile operators. CLX's mobile communication
services enable companies to quickly, securely and cost-effectively
communicate globally with customers and connected devices -
Internet of Things (IoT).
CLX's solutions enable business-critical
communications worldwide via mobile messaging services (SMS), voice
services and mobile connectivity services for the IoT. CLX has
grown profitably since the company was founded. The Group is
headquartered in Stockholm, Sweden, and has presence in a further
20 countries.
CLX Communications' shares are traded at NASDAQ
Stockholm - XSTO:CLX.
To learn more please visit:
www.clxcommunications.com
Important information
This communication may contain
certain forward-looking statements. Such statements are all
statements that do not relate to historical facts and include
expressions such as "believe", "estimate", "anticipate", "expect",
"assume", "predict", "intend", "may", "presuppose", "should" or
similar. The forward-looking statements in this release are based
on various estimates and assumptions that in several cases are
based on additional assumptions. Although CLX believes these
assumptions were reasonable when made, such forward-looking
statements are subject to known and unknown risks, uncertainties
and other important factors that are difficult or impossible to
predict and that are beyond CLX's control. Such risks,
uncertainties and important factors could cause the actual results
to differ materially from the results expressly or implicitly
indicated in this communication through the forward-looking
statements. The information, perceptions and the forward-looking
statements in this release apply only as of the date of this
release and may change without notice.
Disclaimer: Every care has been taken in the
translation of this press release. In the event of discrepancies,
however, the Swedish original will supersede the English
translation.
This information was submitted for publication on
21 December 2016 at [08:00] CET by the CLX Communications
representative as stated above.
161221 CLX completes acquisition of
Sinch AB_ENG_FINAL
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: CLX Communications AB (publ) via
Globenewswire
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