Shape Robotics enters Letter of Intent for acquisition of Polish technology company

Company announcement no. 29-23
Copenhagen, June 28, 2023

The announcement contains inside information.

Shape Robotics is pleased to announce that it has entered a non-binding Letter of Intent (“LOI”) with the shareholders of Skriware S.A. (“Skriware”), a Polish technology company, for the proposed acquisition of the entire share capital of Skriware (the "Acquisition").

The LOI outlines the principal understanding between the parties and forms the basis on which the parties will prepare and negotiate the legal and financial documentation required to structure and complete the Acquisition. The Acquisition is subject to satisfactory due diligence and negotiation of final agreements.

Key Terms of the Acquisition:

• Structure: The Acquisition is expected to be completed as a share swap transaction, whereby the sellers of Skriware will receive new shares in Shape Robotics as consideration for their shares in Skriware, potentially with the addition of a cash payment. The new shares will be issued at market price in accordance with article 4.2 in Shape Robotics’ articles of association.

• Consideration: The parties have agreed on a non-binding preliminary valuation of the entire share capital of Skriware in the range of EUR 5.8.0 million – EUR 6.4 million. The exact number of new shares to be issued to the sellers as consideration for the Acquisition will be determined based on the final valuation agreed between the parties and will be subject to the satisfactory completion of due diligence, negotiation, and completion of final agreements.

• Closing: The completion of the Acquisition is subject to the fulfillment of certain conditions precedent, including but not limited to, obtaining necessary regulatory approvals and third-party consents (if any), retention of key employees, satisfactory completion of due diligence, and agreement on the terms and conditions of the final agreements.

• Impact on ownership: Upon completion of the Acquisition, the sellers of Skriware will become shareholders of Shape Robotics. The exact ownership percentages will be determined based on the agreed valuation and the number of new shares issued as consideration.

Rationale and Strategic Fit:

Skriware is a technology company, which has created an educational laboratory – SkriLab – based on 3D printing, programming, and robotics. The laboratory includes, among others: 3D printer, educational robots, building blocks, online tools for 3D modeling and Skriware Academy – an online platform dedicated to teachers. Hence, Skriware’s offering, Skrilab, is comparable to Shape Robotics’ STEAM Labs, and the proposed Acquisition thus represents a compelling strategic fit that aligns with Shape Robotics’ long-term growth strategy. The Acquisition is expected to provide Shape Robotics with access to Skriware's complementary resources, technology, intellectual property, and customer base, which will enhance Shape Robotics’ competitive position in the market.

The mission related to supporting and popularizing the development of STEAM education makes Skriware a kind of Polish equivalent of Shape Robotics. Now the two highly specialized EdTech companies plan to jointly embrace the fast-growing market in Poland and the rest of Europe.
 

We believe that this transaction is a reflection of the strength of the product, the leadership position in Poland and the potential of the Skriware team. With this move, we will provide the company with a very strong support (team and financial) in building international sales channels, make Skriware a center for software development, and join forces to build the joint stock market value of the EdTech market leader in the areas of STEAM, 3D printing, robotics and e-learning for schools - Karol Górnowicz, CEO of Skriware.

Should it be completed, the Acquisition will give Shape Robotics stronger access to the Polish market and allow Shape Robotics to export the successful business model implemented in Romania and scale it to Poland’s bigger market.

It is a clear strategic advantage that we have a strong representation in Poland. Now we can launch our global partnerships and international distribution partners and win a much larger market share than if we were to try to embrace the Polish market from the outside, so to speak - André Fehrn, CEO Shape Robotics.

Financial impact:

The financial implications of the acquisition in 2023 are contingent upon the outcomes of the due diligence process and the timing of the acquisition's closure. Based on the preliminary timeline, it is projected that the acquisition will be finalized in the fourth quarter of 2023, thus resulting that the substantial financial impact is anticipated to manifest in 2024. For reference, Skriware recorded a revenue of MDKK 38 and a positive EBITDA of MDKK 4.4 in 2022.

Next Steps:

The parties will now proceed to conduct detailed due diligence and negotiate the final agreements, including a share transfer agreement. Due diligence is expected to begin in August 2023. Signing and closing is expected to take place in Q4 2023.

Shape Robotics will provide updates on material developments concerning the Acquisition as appropriate and in compliance with regulatory obligations.

For further information regarding this announcement, please contact:

André Fehrn, CEO Shape Robotics A/S
Phone: (+45) 2444 8556
Email: [email protected]
CVR-nr. 38322656
www.shaperobotics.com

Certified Advisor:
Grant Thornton