Speqta signs agreement to acquire AI-based SaaS company BrightBid

Speqta AB (publ) (“Speqta” or the “Company”) has today entered into an agreement with the owners of BrightBid AB (“BrightBid”), a leading player in AI-based search advertising, to acquire 100 per cent of the shares and outstanding warrants in BrightBid (the “Transaction” or the “Acquisition”). The Acquisition shall be paid for by an issue in kind of 17,621,411 new shares in Speqta (the “Consideration Shares”), corresponding to approximately 72 per cent of the total number of shares in Speqta on a fully diluted basis (the “Purchase Price”). The Acquisition means that the Speqta Group's SaaS revenues will be 25 times higher, and that Speqta broadens and complements its AI-based SaaS offering to advertisers on Google and Bing. BrightBid, which has offices in four countries, had in March 2023 a Contracted Annual Recurring Revenue¹ (“cARR”) of approximately SEK 46 million. During the second quarter of 2023, the company has grown further and had at the end of May a cARR of approximately SEK 52 million. The Transaction is conditional upon the Company's shareholders approving the issue of the Consideration Shares at an extraordinary general meeting on 26 June 2023. Closing is expected to take place on or around 3 July 2023 (the “Closing”).

BACKGROUND AND REASONS
In 2021 and 2022, Speqta divested Eone Oy (Rahalaitos), Mytaste Food & Beverage AB (Vinklubben) and the businesses in Speqta Affilijet AB and Leads on Top AB (Affilijet). In connection with these divestments, a new strategy was launched to focus entirely on developing and offering AI-technology-supported growth tools for advertising. The divestments enabled the amortisation of all interest-bearing liabilities, dividends of SEK 360 million and gave the Company a strong financial position.

Speqta has today on 7 June 2023 entered into an agreement with the owners of BrightBid to acquire BrightBid which is active in complementary AI-based search advertising. BrightBid has about 60 employees and about 420 connected customers in their AI-based subscription service. The service creates value for the customers via helping them improve their paid search advertising with the help of AI technology.

The Acquisition entails that the Speqta Group's SaaS revenues will be 25 times higher, with a total cARR of over SEK 48 million as of the end of March, and will also enable a broadening of the addressed market for AI-based online advertising. BrightBid has approximately 50 shareholders, of which BrightBid's six largest shareholders, including BrightBid's founder and CEO Gustav Westman, together hold approximately 83 per cent of the total number of shares and votes in BrightBid and will thus together receive 14,556,070 Consideration Shares, corresponding to approximately 60 per cent of the total number of shares and votes in the Company after the issue of the Consideration Shares.

“The acquisition of BrightBid means that we take a big step in Speqta’s strategy shift after the last few years' work with transformation and divestitures. I conclude that it is not easy to find a company that both shares our strategy and philosophy of letting AI do the heavy lifting in advertising, and which also complements our own expertise and product portfolio. So I am very exciting about this acquisition. This means that we strengthen our offer in AI-based search advertising, which in combination with marketing for E-commerce, has our full focus. I am impressed with the growth journey that BrightBid has made and look forward to working with them to continue expanding their and Bidbrain's service”, says Fredrik Lindros, CEO for Speqta.

“We have built BrightBid from its founding three years ago to the company we are today, with over 420 customers and a contracted ARR of over SEK 52 million. Now we are taking the next step, where there is a strong logic for BrightBid to get Speqta as a new owner with its complementary expertise in e-commerce, its listing and its solid financial position. I am both proud and excited to continue the growth journey we have started together with Speqta”, says Gustav Westman, CEO for BrightBid.

“BrightBid fulfils all the criteria of a fast growing scale-up company and I see many similarities with previous companies I have been involved in. This deal enables the company's next step towards becoming Sweden’s next unicorn”, says Mikael Lindblom, Chairman of the Board of Directors in BrightBid.

“This is a good deal for our shareholders because BrightBid complements Bidbrain in Speqta's portfolio and we get an even greater entrepreneurial drive in the organisation. We are now taking the next step in our journey in an AI industry that has never been hotter than it is now.”, says Fredrik Burvall, Chairman of the Board of Directors in Speqta.

THE TRANSACTION IN BRIEF:

●      Through the Acquisition, Speqta expands its SaaS business, and the related revenues will be 25 times higher. The customer group will be expanded from only e-retailers to include all types of online advertisers. Optimisation of ads will be expanded from product search advertising to also include text-based search advertising. This also represents the main change in Speqta's strategy.

●      BrightBid is a fast-growing B2B SaaS company that has increased its Monthly Recurring Revenue (“MRR”) by +153 per cent since last year. Their cARR as of May 2023 is approximately SEK 52 million. BrightBid offers an own AI solution that optimises advertisers' Google Search Ads within text, which is the largest segment on the global online advertising market. BrightBid also offers search advertising on Microsoft-owned Bing. 

●      BrightBid has about 420 customers worldwide, and ensures they get more out of their online advertising investment. Cost-effective advertising is an important competitive advantage, and many companies are being pressured by rising advertising prices. BrightBid has an established business with a focus on B2B customers, which complements Bidbrain's focus on B2C customers. BrightBid has a proven sales and marketing process and has expanded geographically to four different offices, located in Stockholm, Oslo, Copenhagen, and London.

●      The Transaction is in line with Speqta's previously communicated strategy based on developing and offering AI-technology-supported tools for advertising. Through the Acquisition, Speqta broadens its target group from only the customer group e-retailers, to also include all types of online advertisers. The number of advertising channels is also expanded from Google to include Bing, and the Company's offering is also expected to include other channels in the future.

●      The Purchase Price for 100 per cent of the shares and outstanding warrants in BrightBid is paid in the form of the Consideration Shares, i.e. 17,621,411 new shares in Speqta. The sellers of BrightBid will hold approximately 72 per cent of the total number of shares and votes in Speqta after completion of the Transaction. The Company is not raising any debt financing in connection with the Transaction.

●      Based on the closing price of Speqta's shares on 5 June 2023, which amounted to SEK 14.72, Speqta's balance sheet will receive assets totalling approximately SEK 259 million in the form of assets in kind. However, the final value at which the contribution in kind will be recognised in the Company's balance sheet will - in accordance with applicable accounting rules - be finally determined based on the share price of the Company's shares at the so-called transaction date and may therefore deviate from the estimated value stated in this press release.

●      Closing and completion of the Transaction is conditional upon the Company's shareholders approving the board of directors' proposal for a resolution to issue the Consideration Shares at an extraordinary general meeting on 26 June 2023. Notice of the extraordinary general meeting will be published separately. Closing is expected to take place on or around 3 July 2023.

●      Shareholders with holdings corresponding to approximately 26 per cent of the number of shares and votes in the Company have undertaken to vote in favour of approving the issue of the Consideration Shares at the extraordinary general meeting.

●      Swedbank Robur, one of the largest shareholders in Speqta, takes a positive view on the Acquisition.

 

FINANCIAL OVERVIEW

●      Through the Acquisition, Speqta increases its MRR per last March from SEK 0.2 to SEK 3.4 million.

●      Through the Acquisition, Speqta increases its cARR per last March from SEK 1.9 to SEK 48 million.

●      The Acquisition increases Speqta's number of customers from 33 to over 450 as of the end of March.

●      Speqta estimates that the full effect of cost and revenue synergies will be realised within one year, and that BrightBid will be profitable within the same time period. Examples of synergies are a larger product offering and cross-selling of the companies' products to each other's customer portfolios.

●      The Company is not raising any debt financing in connection with the Transaction.

PURCHASE PRICE
The Purchase Price for all outstanding shares and warrants in BrightBid will be paid by issuing 17,621,411 shares in Speqta, corresponding to a dilution of approximately 73 per cent (approximately 72 per cent after full dilution taking into account outstanding warrants). Based on the closing price of Speqta's shares on 5 June 2023, which amounted to SEK 14.72, the value of the contribution in kind corresponds to a total of SEK 259,387,169.92. However, the final value at which the contribution in kind will be recognised in the Company's balance sheet will - in accordance with applicable accounting rules - be finally determined based on the share price of the Company's shares at the so-called transaction date and may therefore deviate from the estimated value stated in this press release.

The issue of the Consideration Shares will increase the number of outstanding shares and votes by 17,621,411 shares and votes from 6,591,772 shares and votes to 24,213,183 shares and votes. The share capital will increase by approximately SEK 88,107,062, from approximately SEK 32,958,862 to approximately SEK 121,065,924. The dilution has been calculated as the number of newly issued shares divided by the total number of shares after the issue of the Consideration Shares.

EXTRAORDINARY GENERAL MEETING
The issue of the Consideration Shares is conditional upon approval of the issue in kind at an extraordinary general meeting to be held on 26 June 2023. Notice of the extraordinary general meeting will be given through a separate press release.

Shareholders with holdings corresponding to approximately 26 per cent of the number of shares and votes in the Company have undertaken to vote in favour approving the issue of the Consideration Shares at the extraordinary general meeting. In addition, Swedbank Robur, one of the largest shareholders in Speqta, takes a positive view on the Acquisition.

LOCK-UP PERIOD OF SHARES FOR THE SELLERS

The sellers of BrightBid have undertaken, with certain customary exceptions, to enter into lock-up undertakings in connection with the Transaction. All of the Consideration Shares received by the sellers as the Purchase Price are subject to a lock-up for a period of 12 months from completion of the Transaction. Some of the Sellers have entered into additional lock-up undertakings, entailing that after the initial 12 months, approximately 55 per cent of the Consideration Shares are subject to lock-up for additional 12 months.

DUE DILIGENCE
Prior to entering into the transaction agreement, Speqta, together with its advisors, has performed a due diligence of certain business, financial and legal information regarding BrightBid.

LEGAL AND TAX ADVISORS
Advokatfirman Delphi is legal advisor to Speqta in relation to the Transaction. Svalner has been the tax advisor to Speqta. 

CONFERENCE CALL FOR INVESTORS, ANALYSTS AND THE MEDIA
To further describe the Acquisition, representatives of Speqta intend to invite to a conference call on Wednesday 7 June at 14:00 (see Redeye’s website https://www.redeye.se/events/914945/business-update-speqta ). Speqta will also participate at Aktiespararna’s Småbolagsdagarna on 12 June 2023 at 16:50 (see Aktiespararna’s website https://www.aktiespararna.se/aktiviteter/evenemang ).

This information is such information that Speqta AB (publ) is obliged to publish in accordance with the EU Market Abuse Regulation. The information was submitted, through the agency of the contact person below, for publication on 7 June 2023 at 07:00 CEST.