Shape Robotics signs agreement in relation to the acquisition of Skriware S.A. and issues new shares in two directed share issues
Company Announcement No. 42-23
Copenhagen, December 19, 2023
The announcement contains inside information
With reference to company announcement no. 29-2023, Shape Robotics is pleased to announce that it has signed an Investment Agreement with the shareholders of Skriware S.A. (“Skriware”), a Polish technology company, for the acquisition of the entire share capital of Skriware (the "Acquisition") in a shares-for-shares transaction. As part of the Acquisition the board of directors of Shape Robotics has resolved on a share issue directed at the Shareholders of Skriware.
In addition, the board has resolved on a directed share issue to 5 private investors not related to Skriware or the Acquisition.
The Acquisition
Shape Robotics and the shareholders of Skriware (the “Sellers”) have today entered into an investment agreement, according to which Shape Robotics acquires the entire share capital of Skriware. The Acquisition will be completed by the Sellers’ in-kind contribution of their shares in Skriware to Share Robotics in exchange for new shares in Shape Robotics.
Shape Robotics and the Sellers have agreed on a valuation of the entire share capital of Skriware on EUR 5.1 million, which has been confirmed by a valuation report prepared according to section 160 of the Danish Companies Act.
Payment to the Sellers consist of 1.160.778 new shares in Shape Robotics, each with a nominal value of DKK 0.10.
The Sellers have accepted lock-up agreements regarding the sale of the new shares, with certain exceptions, entailing lock-up periods between 12 to 18 months from the date of the Acquisition.
Rationale and strategic fit:
As described in company announcement 29-2023, 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 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 jointly embrace the fast-growing market in Poland and the rest of Europe.
The Acquisition provides Shape Robotics with stronger access to the Polish market and allows Shape Robotics to export the successful business model implemented in Romania and scale it to Poland’s bigger market.
The acquisition of Skriware is an opportunity for us to expand the product range, strengthen the organization, and increase margins and sales range. We expect that the enrichment of our product offer will translate into significant synergies in the operational area and will allow us to quickly increase the value of the Shape Robotics group. Skriware and Shape Robotics are connected not only by the specific nature of their activities and successes in the EdTech sector but also by a coherent mission. Together we will support the development and popularization of STEAM education more effectively. We have always liked to call Skriware our Polish counterpart, so I am very happy that we are now joining forces to develop together in the rapidly growing market in Poland and other European markets - says André Fehrn, CEO of Shape Robotics.
Financial impact:
Skriware reported a revenue of approximately MDKK 38 and a positive EBITDA of MDKK 4 in FY 2022. The group anticipates sustained high growth in the coming year, and the acquisition of Skriware is expected to further contribute positively to this growth.
Despite the earlier communication that the guidance for 2024 would be disclosed in mid-December, the Board of Directors now expects to be able to communicate the guidance for 2024 as soon as possible, or at the latest by the end of December.
Resolution on the capital increase:
As part of the Acquisition, the board of directors of Shape Robotics has today decided to exercise part of its authorization according in section 4.2 of the articles of association to issue 1.160.778 new shares each with a nominal value of DKK 0.10 without pre-emption rights for the existing shareholders, corresponding to a total capital increase of nominal DKK 116.077,80. The new shares will be issued to the Sellers against the Seller’s in-kind contribution of the entire share capital of Skriware, representing a total value of EUR 5.1 million. The swap parity has been determined based on a share price of DKK 32.7486 per share corresponding to the volume weighted average of Shape Robotics’ share price over the past five trading days.
Subscription of the new shares will take place immediately following this announcement.
Once issued, the new shares will carry the same rights as the existing shares. The new shares shall be registered in the name of the holder through Euronext Securities Copenhagen. All rights relating to the new shares, including voting rights and dividend rights, will apply as from the time where the capital increase is registered with the Danish Business Authority.
Expected time schedule:
The share capital increase will be registered with the Danish Business Authority upon registration of Shape Robotics as the owner of the entire share capital of Skriware, which is expected to be completed no later than 5 business days from today. Following the registration of the share capital increase, the new shares are expected to be admitted to trading on Nasdaq Copenhagen under the existing ISIN DK0061273125 no later than three trading days hereafter.
Directed share issue to private investors
The board of directors of Shape Robotics has today also decided to issue 338.597 new shares each with nominal value of DKK 0.10 in a directed share issue to 5 private investors, corresponding to a total capital increase of nominal DKK 33.859,7. The directed share issue is completed in accordance with article 4.2 of the articles of association without pre-emption rights for the existing shareholders.
Out of the total share issue, 161.056 shares are paid in cash at a subscription price per share of DKK 32.7486 per share corresponding to the volume weighted average of Shape Robotics’ share price over the past five trading days. The remaining 177.541 shares are paid by way of debt conversion with same subscription price.
The share capital increase will be subscribed for today and is expected to be registered with the Danish Business Authority no later than on December 29, 2023. Following the registration, the new shares are expected to be admitted to trading on Nasdaq Copenhagen under its current ISIN DK0061273125 no later than three trading days hereafter.
Once issued, the new shares will carry the same rights as existing shares. The new shares shall be registered in the name of the holder through Euronext Securities Copenhagen. All rights relating to the new shares, including voting rights and dividend rights, will apply as from the time where the capital increase is registered with the Danish Business Authority.
The board has thus exercised a nominal value of DKK 149.937,5 out of its authorization to increase the share capital without pre-emption rights pursuant to article 4.2 of the articles of association and a nominal value of DKK 62.5 of the authorization therefore remains.
Following registration of the share capital increases, the share capital of Shape Robotics will consist of 14.054.517 shares with a nominal value of DKK 0.10 each. The new shares represent approximately 11,94% of Shape Robotics’ registered share capital before the capital increases and 10,67% of Shape Robotics’ share capital after the capital increases.
[Company Announcement]
Additional information and investor relations
Jeppe Frandsen,Chairman
André Fehrn, CEO
Email: [email protected]
CVR-nr. 38322656
www.shaperobotics.com
