Innofactor (IFA1V) Investor Update summary

Overview of the tender offer

• Onni Bidco Oy, backed by CapMan Growth, Sami Ensio (via Ensio Investment Group Oy), and Osprey Capital, has announced a voluntary recommended public cash tender offer for all shares in Innofactor Plc at EUR 1.68 per share, valuing the company at approximately EUR 60.1 million.

• The offer price represents premiums of 49.3% over the last closing price, 39.4% over the one-month, 31.5% over the three-month, 30.8% over the six-month, and 37.4% over the twelve-month volume-weighted average trading prices.

• The Board of Directors, excluding conflicted members, unanimously recommends shareholders accept the offer, supported by a fairness opinion from HLP Corporate Finance Oy.

• The offer period is expected to run from August 5, 2024, to September 16, 2024, with completion anticipated by the end of Q3 or early Q4 2024.

• Financing for the offer is secured through equity commitments and a debt facility from a Nordic bank on a certain funds basis.

Strategic rationale and future plans

• The consortium believes that delisting Innofactor will enable greater focus on customers, innovation, and growth strategy execution, with more flexible financing and M&A opportunities.

• CapMan Growth brings expertise in growth management, M&A, and international networks, aiming to accelerate Innofactor’s Nordic expansion and profitability.

• Sami Ensio, holding about 22.2% of shares, has committed to the offer and will continue as CEO post-transaction.

• No immediate material impact is expected on operations or employee positions, but board composition will change after completion.

• If the offeror acquires over 90% of shares, compulsory redemption and delisting from Nasdaq Helsinki will follow.

Board process and competing offers

• The Board, with its financial advisor, explored strategic alternatives and received non-binding offers, including one at EUR 1.86 per share, but deemed them unfeasible due to conditions requiring the largest shareholder’s support.

• The Board concluded that no better alternative is currently available and that the tender offer is in the best interest of shareholders.

• The Combination Agreement allows the Board to change its recommendation if a superior offer emerges, following a defined process.