Lemonsoft Oyj acquires Finvoicer Group Oy, directs a share issue and updates its 2023 profit forecast

Lemonsoft Oyj acquires the entire share capital of Finvoicer Group Oy, a software company focused on invoice lifecycle management. With the acquisition, Lemonsoft strengthens its offering in invoice lifecycle management by providing its customers with more comprehensive solutions, including invoice delivery, reminders and debt collection, invoice financing and digital financial management.

Finvoicer Group ("Finvoicer") offers a cloud-based software suite focused on invoice lifecycle management, particularly for small and medium-sized companies. Finvoicer's solutions enable companies to handle invoice sending and receiving, payment monitoring, reconciliation and reporting, reminders, debt collection, accounting, payroll, and financial statements. Finvoicer serves over 7,000 SMEs directly and through partner accounting firms. The company employs a total of 40 experts in its offices in Turku, Tampere, and Jyväskylä.

In addition to the parent company Finvoicer Group Oy, Finvoicer Group includes 100-percent owned subsidiaries Finvoicer Rahoitus Oy, specializing in invoice financing, and Billgo Oy, providing invoicing software for small businesses under the brand HelpostiLasku. The net sales of the group, according to Finnish accounting standards (FAS), for the financial period 1 December 2021 – 31 November 2022 was approximately EUR 3.9 million (2021: 3.5), EBITDA EUR 1.0 million (0.9) and the consolidated balance sheet total EUR 5.4 million (4.5). In 2022, 97% of the group's net sales was recurring, of which 54% was contract-based and 46% transaction-based. Finvoicer will be reported as part of Lemonsoft Group as of June 2023. The current management and shareholders Tuomas Koivisto and Juha Juntikka will continue to work for Finvoicer, and Tuomas Koivisto will continue as CEO of Finvoicer Group Oy.

The purchase price for the share capital of Finvoicer Group Oy is EUR 6.2 million and the net debt-free enterprise value is EUR 7.6 million. 97% of the purchase price is paid in cash and 3% in shares at closing. In addition, the parties have agreed on an additional purchase price based on Finvoicer’s financial results for 2023-2025. The additional purchase price amounts to a maximum of EUR 3.3 million and will be paid primarily in cash. The acquisition is partially financed with a loan of EUR 6.8 million.

CEO of Lemonsoft Oyj, Kari Joki-Hollanti:
"Finvoicer has had a strong growth track in recent years and has reached a significant scale in invoice lifecycle management. Together with Finvoicer, we will be able to provide our customers with a more comprehensive solution in invoice lifecycle management and invoice financing. We also gain a significant number of new customers to whom we can offer a wide range of software solutions. I warmly welcome the entire Finvoicer team."

CEO of Finvoicer Group Oy, Tuomas Koivisto:
"Collaboration with Lemonsoft provides excellent opportunities for us to increase automation and expand the range of solutions offered to our customers. We already use Lemonsoft's software in parts of our business, so intensifying the cooperation will be very natural. Lemonsoft is the perfect partner for us and I look forward to creating something even better together."

A share issue directed to the shareholders and management of Finvoicer

As part of the acquisition of Finvoicer, Lemonsoft Oyj’s Board of Directors has decided on a directed share issue, in which a total of 23,986 new Lemonsoft Oyj shares will be offered for subscription by the management of Finvoicer, deviating from the shareholders' pre-emptive subscription rights. There is a weighty financial reason for the company to deviate from the shareholder's pre-emptive subscription right, as the purpose of the directed issue is to complete the acquisition and to incentivize and commit the key personnel to the company.

The subscription price is EUR 8.15 per share, which corresponds to the volume-weighted average price of Lemonsoft Oyj’s share during the period from 1 March 2023 to 31 March 2023. As a result of the share issue, the total number of Lemonsoft Oyj’s outstanding shares will increase to 18,562,185 shares. The new shares represent approximately 0.13% of the total shares in Lemonsoft Oyj after the share issue.

The new shares have been notified for registration in the trade register and the shares will be admitted to trading, together with the existing shares, on Nasdaq First North Growth Market Finland marketplace approximately during week 24.
The decision on the directed issue is based on the authorization given by the Annual General Meeting on 4 April 2023.

Lemonsoft Oyj updates its profit forecast for 2023

Lemonsoft has decided to update its profit forecast for 2023 following the acquisition.

Updated profit forecast for 2023

Lemonsoft estimates that the net sales for the financial year 2023 will increase by 15-20 percent compared to the financial year 2022, and that adjusted EBIT will be 25-30 percent of net sales in 2023.

Earlier profit forecast for 2023

Lemonsoft estimates that the net sales for the financial year 2023 will increase by 10-20 percent compared to the financial year 2022, and that adjusted EBIT will be 25-30 percent of net sales in 2023.
 
Lemonsoft Oyj
Board of Directors