M&A sector report Nordic software and IT services transactions market - Nordic software and IT services Q1-2021
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Letter from the editors T he strong M&A market continued in the Nordics in Q1, particularly within the software segment, where the deal volume in a This quarter’s market trend is cybersecurity where we argue that cybersecurity sits where IT once did: as a bolt-on, not fully integrated into quarter reached new heights, with 62 deals being organisations. However, as we’ve seen with IT, announced. The sustained high M&A pricing this can change, and we expect that cyber- Highest software deal volume in a SaaS trading multiples at 14x levels within software also continued in Q1 with a security becomes “something that you can’t opt- quarter over the last 5 years NTM EV/Sales median EV/Sales multiple of ~5x for the last out of”. twelve months as per end of the quarter. Investors are increasingly considering Next twelve months (NTM) software trading cybersecurity measures and systems when multiples have declined from previous record evaluating whether to invest in a company or high levels, to 14x EV/Sales both for the Deloitte not. A key evaluation is whether cybersecurity is Nordic and the Deloitte Global index. As interest Third level addressed in a holistic manner rather than on Nordic IT services index Spotlight trend rates have increased, companies with SaaS business models and high growth and low FCF Fourth level top of a company’s services or products. trading at 12x NTM EV/EBITDA Cyber Security margins, have experienced a dip in valuations in The Q1-2021 report reflects Fifth level transactions Q1. NTM sales estimates have remained stable at involving a Nordic target registered by quarter-end Q1, compared to year-end 2020. Mergermarket, as well as our transaction experience and insights into key industry trends. The Nordic IT services market has had a strong Carsten V. Haukås Kasper Svold Maagaard start to 2021 with 19 M&A transactions in Q1. NTM trading multiples in Q1 have been relatively Corporate Finance Head of Nordic TMT, chaukas@deloitte.no Corporate Finance stable from year-end 2020, increasing 4% and kmaagaard@deloitte.dk 14% for the Deloitte Global and Nordic indices respectively. Looking at the investor base, we see that Kasper Harbitz Erichsen Kjersti A. Stathopoulou international buyers continue to show interest in Corporate Finance Cyber Leader, Norway Nordic companies also in Q1, particularly within kerichsen@deloitte.no kstathopoulou@deloitte.no the software segment © 2021 Deloitte AS 2
TABLE OF CONTENTS 01 Market trends 02 Software 03 IT services 04 Deloitte Insights • Cyber security trends • Public market data • Public market data • Case studies • M&A activity • M&A activity • Sector team & contact details • Suggested further reading © 2021 Deloitte AS
Cyber security products and services to move from ‘bolt-on’ status to the heart of core operations Market trends Fragmented market Kjersti Stathopoulou, Cyber Partner in Deloitte Norway, points out that cyber-security sits where IT once did: as a bolt-on, not fully Today’s Nordic cyber market is fragmented and complex, and not set up for a hybrid world with integrated into organisations; but as we’ve seen with IT, that can a mix of on-premise, cloud and SaaS solutions, or to support digital transformation and speed change. Kjersti believes the CISO’s role will evolve, and rise in to market prominence, as cyber-security becomes “something that you can’t opt out of”. Kjersti also forecasts that with a continued increase in Cyber, a bolt-on regulations – in the context of a global economy, growing threats and digitalisation – the evolution may even occur at a faster pace. Larger enterprises have begun incorporating security as part of their core business, however for Third level The path to technological transformation and even greater data smaller businesses security is still very much a bolt-on and they are currently underserved by consumption offers no U-turns, meaning that as security Fourth level the security vendors awareness grows, cybersecurity will be integrated in the DNA of the business, Fifth level Cyber delivery model As cyber services become more integrated, a move towards more SaaS-like delivery models is expected, much like the development seen within the ERP market. Cyber as a Service will reduce complexity at the expense of functionality, exemplified through the move from traditional SOK-services to a more standardized and automated solution utilising AI and ML Kjersti A. Stathopoulou Partner | Cyber Leader Market opportunities Deloitte Norway There are huge opportunities within cyber solutions and products today, where costly solutions, in particular within automation, are hampering adoption. As each vendor secures its services and data, there are additional opportunities for players seeking to secure and coordinate across the entire value chain © 2021 Deloitte AS 5
Investments in security are at an all-time high, yet cyberattacks are still on the rise, both in number and sophistication Driving forces SMEs lagging Investor focus • Advances in technology is the main driver for • Large multinational companies are undergoing • Investors are increasingly considering economic growth but have also led to a higher great efforts to strategically transform their cybersecurity measures and systems when number of incidents of cyberattacks cyber capabilities, but the small/midmarket evaluating whether to invest in a company or • The leading trends such as e-commerce, Third level businesses are lagging behind in the not investment upgrade mobile payments, cloud computing, Big Data Fourth level • A key evaluation is whether cybersecurity is and analytics, IoT, AI, machine learning, and • The SME’s lower maturity can be explained by addressed in a holistic manner rather than on social media, all increase cyber risk for users Fifth level the lack of trained personnel to manage and top of a company’s services or products and businesses respond to threats and economic backbone • An effective cyber solution for emerging • While all other tech sectors are driven by • The SME businesses however can more easily technologies helps businesses take advantage reducing inefficiencies and increasing adopt good cyber capabilities due to their less of the digital transformation and at the same productivity, cybersecurity spending is driven complex technology infrastructure, which in time stay in control of cybersecurity risks not by cybercrime turn can be a significant cost-savings measure only within the operational environment – but throughout the connected products and services that power business Increasing demand for cyber security services as investors focus more on holistic security measures when evaluating businesses © 2021 Deloitte AS 6
Digital identities are the new firewall Market trends Leading source of attack Complexity of multiple digital identities • Identity continues to be the leading attack vector for cyber criminals, with many • Organizations must not only deal with their own digital identity, but also with organized crime groups exploiting weaknesses in consumer and enterprise Identity the digital identities of employees, co-workers, customers and other controls stakeholders—as well as the digital identities of devices and applications • Digital identities are becoming the foundation of a rapidly evolving technology- • In the era of cyber everywhere, the operating environment for identity based and data-driven economy and society. It is a trend across organizations of all management will likely become increasingly complex – with greater business kinds; private companies, government bodies and civil society organizations, and expectations to meet, new technologies to integrate, multiple data privacy the people and organizations they serve regulations and an increased number of people and devices to manage Third level Fourth level At the centre of business models Fifth level Market development • It is vital for all C-Suite executives, and their equivalents in government, to put the • In the market, security professionals are recommending identity-management digital identity at the centre of their data-driven business models and operations solutions, such as facial recognition and biometric identification. As an example of and understand its impact. It is their decisions that will determine if their the latter, Amazon One has introduced palm reading as the main payment organization can differentiate itself from others and lead change - or be left method in their grocery stores, moving away from the traditional payment behind concept to identity technology • If an organization gets their digital identity right it leads to more efficiency, • Nevertheless, most companies still use usernames and passwords as the exclusive revenue and transformational benefits with an enhanced user experience for means of logging in, demonstrating the high reliance on traditional authentication colleagues, and a differentiating digital journey for customers or citizens methods and low market preparedness, challenging the market to grow Digital identity should be at the core of any data-driven organisation © 2021 Deloitte AS 7
There is a market acceleration to adopting the Zero trust concept Market trends In the wake of COVID-19 and the resulting accelerated shift to remote work environments, an increasingly mobile workforce now expect to be able to work from anywhere. CEOs expect that more than one-third of their employees will continue to work from home a year from now1. This requires a renewed focus on security, and stricter control of device access, assuming nothing should be automatically trusted and verifying actions before granting access Zero trust – a philosophical shift Third levelShift in enterprise environments Accelerating business integrations Fourth level Zero trust is a new way of thinking about security based Sophisticated cyberattacks and shifting enterprise Zero trust is fast becoming the modern standard for on the principles of “never trust, always verify”. The Fifth level environments have undermined the traditional and managing infrastructure, networks, and data in a more zero-trust approach is not a product, solution, or somewhat flawed castle-and moat approach to secure manner. The conceptual framework secures the platform - it’s a philosophical shift in the way enterprises cybersecurity. modern enterprise environment by challenging companies think about security2. to fully redesign their organization's security approach, Organizations expanding in high-risk geographies/markets people skills, processes and supporting technology through Zero trust provides a vehicle for cyber to become closer are looking for ways to segment particular business units simplification, integration, and automation. to the business and entire organizations and/or geographies to control the blast radius of an attack to prevent the ability for security breaches to move lathery in Zero trust accelerates business integration and enables the environment businesses to drive down costs – aligning the way companies do security and the way they do business Source: 1) Deloitte CEO Survey 2021 2) Deloitte Tech Trends 2021 © 2021 Deloitte AS 8
Finding out how to balance the promise of IoT connected devices with potential security hurdles will continue to be a mega-trend in the near future As cyberattacks grow in frequency and sophistication, organizations need to outsmart cybercriminals. With the proliferation of remote work and the steady advance of the IoT, potential vulnerabilities are multiplying, and IoT technology demands a strengthened focus on cybersecurity for businesses. The volume and diversity of devices (IoT, ICS / OT, etc.) connected to an enterprise network are constantly increasing with the number of connected devices on the Internet expected to exceed 50 billion in 20201. The pandemic has reshaped the way technology companies work, with further increased cloud adoption and associated underlying security risks. Moving to the cloud accelerates the need to create secure IT environments that support emerging technologies such as IoT, edge computing, AI, and 5G. AI - a key tool in routine surveillance Third level Utilities lagging behind 5G as a cybercrime enabler Fourth level As it gets harder to monitor this growing attack surface, The energy and utility companies have historically been 5G is an emerging technology and its goals are to meet deploying AI-based and other sophisticated automated Fifthonlevel lagging behind the cybersecurity upgrade/ investments increasing data and communication requirements to also technologies for routine surveillance is becoming essential. compared to other market sectors such as the financial include the capacity for tens of billions of connected devices industry. that will make up the internet of things (IoT). With accelerating innovation in markets, there is growing a convergence between Information Technology (IT) and Deloitte is expecting an increased interest from nation-state What is unique and attractive about 5G for nation-state Operational Technology (OT) environments. Together with actors towards the inside of networks and Industrial Control actors is the fact that there will be so many connected IoT connected devices, cyber will help businesses scale and Systems (ICS), and through the growing connectivity of devices, which provide an opportunity to collect and gather increase their abilities to meet customer demands. Internet-of-Things (IoT) devices as a means of deterrence and countless amounts of classified information, personal positioning in case of a conflict information, and even surveillance opportunities. Humans in combination with IoT has become a growing target for cybercrime Source: 1) Cisco © 2021 Deloitte AS 9
02 Software © 2021 Deloitte AS 10
02 Software The transaction volume in the Nordic software M&A market has 14x The global SaaS index traded at approx. 14x next twelve- month revenues at the end of Q1, approx. 6x sales above the 5-year average continued in the first quarter of 2021 Software company valuations globally have dipped somewhat in Q1, from all-time high valuations at around ~17x Sales (NTM) to approx. ~14x Sales (NTM) per quarter-end Q1-21 14x The Nordic SaaS index traded at approx. 14x next twelve- above the 5-year average Third month revenues as at quarter-end level 8x sales Q1, approx. Fourth level Nordic transaction multiples continue at high levels, and available transaction data showcases a median EV/Sales multiple last twelve Fifth level months of ~5x Sales 6x The global SaaS Index has outperformed the broader market over the last 5 years and has returned 600% over that period In the Nordics, strategic buyers continued to be highly acquisitive and were involved in 38% of software transactions, while financial investors and PE-backed companies accounted for 31% each 5x Nordic software transactions concluded at a median EV/Sales multiple of ~5x for the last twelve months (per 31/03) © 2021 Deloitte AS 11
The Nordic SaaS index traded at 13.6x NTM sales at the end of Q1-2021, while the Global SaaS index traded at 13.7x NTM sales 18x Dec 2018: Trade war between US & Mar-2021: Multiples are up approx. 96% 16x China leading to overall market and 114% over the last twelve months correction, including software for the Global and Nordic indices valuations respectively 14x 12x 10x Mean Global 8.5 8x Mean Nordics 6.5 6x As interest rates have moved up, 4x companies with SaaS business models and typical high growth and low FCF margins, have taken a hit on valuations in Q1. NTM sales estimates have 2x remained stable in Q1-21 compared to year end 2020. 0x 03-2016 09-2016 03-2017 09-2017 03-2018 09-2018 03-2019 09-2019 03-2020 09-2020 03-2021 Note: LTM multiplies applied in the rare case that NTM EV/Sales NTM (Global) median EV/Sales NTM (Nordic) avg. multiplies are not available Source: S&P Capital IQ © 2021 Deloitte AS 12
Nordic and global SaaS indices outperforming Nasdaq and MSCI Nordic the last five years; global SaaS company underperforming broader indices last six months Deloitte SaaS indices vs Nasdaq Composite and MSCI Nordic - L6M Deloitte SaaS indices vs Nasdaq Composite and MSCI Nordic– L12M Key take aways 145 230 220 140 215 135 136 200 130 185 124 125 170 166 121 155 Over the last five years, the Global and 120 149 Nordic SaaS indices has strongly out- 115 119 140 147 performed both the MSCI Nordic and 110 125 Nasdaq index 105 110 100 95 95 Third level 10-2020 11-2020 12-2020 01-2021 02-2021 03-2021 Fourth level Deloitte SaaS indices vs Nasdaq Composite and MSCI Nordic – L3Y Fifth level Deloitte SaaS indices vs Nasdaq Composite and MSCI Nordic – L5Y The SaaS indices have accelerated the out-performance during the Covid-19 675 875 downturn, however, both indices have underperformed in Q1-21, when 775 575 compared to the broader market 531 667 675 475 575 529 375 475 375 275 273 275 277 The overall strong performance of the 175 187 133 175 151 SaaS indices underlines the continued 75 75 strong demand for software companies 09-2018 05-2019 03-2021 06-2017 09-2017 06-2019 03-2021 03-2018 05-2018 07-2018 11-2018 01-2019 03-2019 07-2019 09-2019 11-2019 01-2020 03-2020 05-2020 07-2020 09-2020 11-2020 01-2021 03-2016 06-2016 09-2016 12-2016 03-2017 12-2017 03-2018 06-2018 09-2018 12-2018 03-2019 09-2019 12-2019 03-2020 06-2020 09-2020 12-2020 Deloitte Nordic SaaS index Deloitte Global SaaS index Nasdaq Composite MSCI Nordic Source: S&P Capital IQ © 2021 Deloitte AS 13
Record high deal volume within software across the Nordics in Q1-21 M&A Transaction volume The high deal volume across the Nordic countries continued within software in Q1-2021 # Deals 681 71 92 111 130 144 183 62 60 52 7 47 16 10 43 11 41 38 7 5 34 35 34 7 2 9 33 17 31 27 28 27 12 10 12 7 8 5 21 23 23 24 23 8 13 20 2 8 19 19 18 6 19 18 4 7 19 10 17 17 3 9 1 5 11 2 6 13 15 3 6 15 9 3 17 3 3 9 5 2 12 3 4 2 4 9 12 8 6 14 8 6 12 10 8 Third level 7 5 6 5 5 10 6 10 8 6 9 11 21 3 4 6 7 4 6 14 16 7 4 5 7 6 11 10 12 13 11 5 7 6 8 8 9 9 2 Q2 2 Q3 5 Q4 5 Q1 3 Q2 4 Q3 2 Q4 5 Q1 4 Q2 Fourth 4 3 Q3 Q4 Q1 level Q2 Q3 Q4 5 Q1 5 Q2 Q3 Q4 5 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 2014 2015 2016 Fifth level 2017 2018 2019 2020 2021 Norway Sweden Denmark Finland The strong M&A market continued in Q1- The number of software transactions Continued high deal volume in Q1-21 in Q1-21 recorded a record high number of 21, with record highs for a first quarter of involving Finnish companies reached Sweden with the second-highest first deals in a quarter in Denmark with a 42% the year and a YOY growth of 45% record highs in Q1-21 with YOY growth of quarter recorded over the time period growth compared to Q1-20 compared to Q1-20 129% compared to Q1-20 Financial sponsors and PE-backed Strategic investors accounted for 54% of Strategic and PE-backed investors Strategic investors accounted for 44% of companies accounted for 38% each the deals in Q1-21, with PE-backed accounted for 35% of the deals each, the deals, with financial sponsors and PE- whilst strategic buyers completed 25% of companies and financial sponsors with financial sponsors completed 29% of backed companies accounting for 38% the deals in Q1-21 accounting for 31% and 15% respectively the transactions and 19% respectively Swedish PE and private equity backed International investors accounted for 4 Danish software companies attracted Finnish software companies continue to companies accounted for 3 deals while deals in the quarter while Swedish buyers significant interest from international attract interest from other Nordic international private equity backed completed 8 deals. Norwegian buyers investors, completing 12 of the deals Q1-21. investors and international investors, investors completed 2 deals in Q1-21 accounted for 1 deal in Q1-21 Other Nordic investors completed 5 deals accounting for 5 and 9 deals respectively Note: 1) Full year 2014 Source: Mergermarket, Deloitte analysis © 2021 Deloitte AS 14
Significant deal activity across the Nordics from both financial and strategic investors Selected Nordic software transactions & others Bliksund AS Digital Teaching Tools Finland Ltd Unikum Datasystem AB & others < Alder AB Visma, Vitec, TSS and Confirma continue to A high profiled transaction in Q1 was HG’s acquisition of Ferd acquired Norkart from the Algeroy Family in Q1 at a execute their M&A strategies across the Nordics Trackunit, a SaaS-based IoT solution and machine insights valuation believed to be above NOK 1b. Norkart reported and are among the most active acquirers' quarter provider to the global construction equipment industry, from revenues of NOK 338m in 2020 with a growth of approx. 12% on after quarter throughout the Nordics GRO Capital and Goldman Sachs Merchant Banking Division average over the past five years Source: Mergermarket, Deloitte estimates © 2021 Deloitte AS 15
Nordic software transactions concluded at a median EV/Sales multiple of 4.7x last twelve months Transaction multiples Q1-21 7,8x 6,9x 6,8x 6,4x 6,1x 5,7x 5,0x 5,2x 4,4x 4,4x 4,3x Med. EV/Sales: 4.7x 3,1x 3,1x 2,3x 1,8x 1,7x NOKm Target Loxysoft C ountry Enterprise value 1,556 150 317 118 100 152 147 71 261 143 220 103,622 1,406 30,124 103 308 Year 2021 2021 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 Stake 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 70% Revenue (LFY) 502 81 52 27 20 67 36 9 51 86 32 15,347 218 6,990 33 54 EBITDA (LFY) n.a 10 13 2 n.a n.a n.a 7 5 n.a (1) 4,148 38 1,388 2 n.a EBITDA-margin (LFY) n.a 12% 25% 9% n.a n.a n.a 73% 10% n.a -4% 27% 17% 20% 7% n.a EBIT-margin (LFY) n.a n.a 24% 9% n.a 6% n.a 58% 9% n.a n.a 11% 15% n.a n.a n.a Acquirer Source: Mergermarket, Deloitte estimates © 2021 Deloitte AS 16
03 IT services © 2021 Deloitte AS 17
03 IT services The Nordic IT services index traded at 12.1x next twelve- The Nordic IT services M&A market continues to perform strongly, 12x month EBITDA at the end of Q1, 1.2x above the 5-year average and nearly 1.8x NTM EBITDA at the end of March 2020 trading at above-average historical multiples and with high M&A deal activity Both the Global and the Nordic IT services indices are trading above The Nordic IT services index has returned a total of 185% the 5-year average NTM EBITDA (1.1x and 1.2x respectively) after a 1.9x index (51%) Third levelthe Nasdaq over the last 5 years, slightly outperforming index (177%) and solidly outperformingFourth the MSCI Nordic level strong rebound from the Covid-19 dip in March 2020 M&A activity within the Nordic IT services industry has been fairly Fifth level stable last five years, with an average of ~19 deals every Q1 from 2016 to 2020. 19 A total of 19 transactions have been completed within the Nordic IT services space in Q1-2021 In the Nordics, strategic buyers continued to be highly acquisitive and were involved in 47% of the IT services transactions, while PE- backed companies and financial investors accounted for 42% and 11% respectively 8.5x Nordic IT services transactions concluded at a median EV/EBITDA multiple of ~8.5x LTM © 2021 Deloitte AS 18
For Q1-2021, the Nordic IT Services index ended at 12.1x next twelve month EBITDA, while the Global IT Services index ended at 11x next twelve-month EBITDA 18x Dec 2018: Trade war between US & 16x China leading to overall market fall, Mar-2021: Multiples are up approx. 80% including IT Services valuations. and 64% last twelve months for the Strongest decline observed in the Nordic and Global indices respectively 14x Global IT service index 12x Mean Nordics 9.9 10x 8x Mean Global 9.7 6x 4x 2x 0x 03-2016 09-2016 03-2017 09-2017 03-2018 09-2018 03-2019 09-2019 03-2020 09-2020 03-2021 Note: LTM multiplies applied in the rare case that NTM EV/EBITDA NTM (Global) median EV/EBITDA NTM (Nordic) median multiplies are not available Source: S&P Capital IQ © 2021 Deloitte AS 19
Strong performance last 6 months, the Nordic IT services index slightly outperforming the Nasdaq during the last five years Deloitte IT services indices vs Nasdaq Composite and MSCI Nordic - L6M Deloitte IT services indices vs Nasdaq Composite and MSCI Nordic– L12M Key take aways 140 138 175 174 135 165 158 130 126 155 149 125 124 145 121 147 120 135 Over the last five years the Nordic IT 115 125 services index has slightly out- 110 115 performed the Nasdaq, meanwhile the Global IT services index has under- 105 105 performed during the same period 100 95 95 Third level 10-2020 11-2020 12-2020 01-2021 02-2021 03-2021 Fourth level Deloitte IT services indices vs Nasdaq Composite and MSCI Nordic – L3Y Fifth level Deloitte IT services indices vs Nasdaq Composite and MSCI Nordic – L5Y The IT services indices has performed in line with the broader Nasdaq index 215 325 during the Covid-19 downturn, 195 however the IT service indices have 285 195 out-performed Nasdaq as of Mar-2021 187 275 277 175 176 239 155 225 135 133 175 115 151 125 The overall strong performance of the 95 IT Service indices underlines the 75 75 continued strong demand for IT services companies 03-2018 05-2018 07-2018 09-2018 11-2018 01-2019 05-2019 07-2019 09-2019 01-2020 03-2020 05-2020 07-2020 09-2020 11-2020 03-2021 03-2016 06-2016 09-2016 12-2016 03-2017 09-2017 12-2017 03-2018 06-2018 09-2018 03-2019 06-2019 09-2019 12-2019 03-2020 06-2020 12-2020 03-2021 03-2019 11-2019 01-2021 06-2017 12-2018 09-2020 Deloitte Nordic IT services index Deloitte Global IT services index Nasdaq Composite MSCI Nordic Source: S&P Capital IQ © 2021 Deloitte AS 20
Strong quarter in the Nordics within IT services, primarily driven by Sweden M&A Transaction volume The high IT services deal volume across the Nordic countries continued in Q1-2021 # Deals 171 21 43 48 60 51 55 21 19 19 18 18 17 17 4 17 1 2 3 3 14 14 14 14 4 3 3 12 6 5 4 5 1 11 2 4 4 4 3 9 7 9 1 9 8 2 8 6 3 8 5 8 1 1 4 4 11 6 1 5 2 4 8 1 9 3 5 2 2 6 5 3 1 4 2 6 2 10 4 2 2 2 1 3 2 3 2 4 1 6 Third5 level 4 4 3 3 4 7 1 1 5 4 1 7 3 1 2 1 2 3 3 2 4 4 4 3 3 4 3 3 Q2 1 Q3 2 Q4 1 Q1 2 Q2 1 Q3 2 Q4 1 Q1 2 Q2 Q3 Fourth Q4 1 level Q1 Q2 2 Q3 1 Q4 2 Q1 1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 2014 2015 2016 Fifth level 2017 2018 2019 2020 2021 Norway Sweden Denmark Finland M&A deal volume involving Norwegian The number of deals in Q1 involving The number of transactions involving Q1-21 recorded a record high number of targets in Q1-21 on par with Q1-20 with a Danish companies were in line with Finnish IT services companies were in line deals in a quarter in Sweden total of 3 deals previous quarters with Q1-20 Strategic investors accounted for 64% of PE-backed companies accounted for 67% PE-backed investors accounted for 75% the deals in Q1-21, with PE-backed Strategic investors completed the only whilst strategic buyers completed 33% of of the deals, with financial sponsors companies and financial sponsors transaction in the quarter the deals in Q1-21 completing 25% of the transactions accounted for 27% and 9% respectively International investors accounted for 4 Finnish investors continue to complete Majority of deals by Norwegian investors International investors completed 2 of deals in the quarter whilst Swedish most deals in Finland within IT services completing 2 deals in Q1 whilst Swedish the deals Q1-21. Danish and Norwegian buyers completed 5 deals. Danish and which are similar to deals completed in investors completed 1 deal buyers completed 1 deal each Finnish buyers completed 1 deal each 2020 Note: 1) Full year 2014 Source: Mergermarket, Deloitte analysis © 2021 Deloitte AS 21
Continued high deal activity within IT services across the Nordics Selected Nordic IT services transactions Vaekstpartner Kapital ApS Blue Idea ApS 5 High Innovations AB Kyberleijona Oy & others Visolit, Nordlo and Funn continued to acquire during Goldman Sachs agreed to acquire a majority stake in IT Relation continues its expansion by agreeing to the first quarter, adding services, capacity and/or Advania, alongside management, VIA Equity, and acquire Emineo for an undisclosed value. Emineo will geographies to their existing offering other reinvesting shareholders be merged with Miracle42, a subsidiary of IT Relation Source: Mergermarket, Deloitte estimates © 2021 Deloitte AS 22
Nordic IT services transactions concluded at a median EV/EBITDA multiple of ~8.5x LTM Q1-21 14,1x 10,8x 10,9x 9,3x Med. EV/EBITDA: 8.5x 7,7x 6,7x 6,7x 5,8x NOKm Climber Target International AB Country Enterprise value 106 82 208 3,695 1,435 78 89 406 Year 2021 2020 2020 2020 2020 2020 2020 2020 Stake 100% 100% 100% 100% 69% 100% 100% 100% Revenue (LFY) 79 133 358 1,779 12,159 41 74 378 EBITDA (LFY) 16 11 36 262 133 12 10 37 EBITDA-margin (LFY) 20 % 8% 10 % 15 % 1% 29 % 13 % 10 % EBIT-margin (LFY) n.a 5% n.a 12 % 1% 25 % 12 % 8% Acquirer Investment AB Stockwik Arawak Forvaltning AB Source: Mergermarket, Deloitte estimates © 2021 Deloitte AS 23
04 Deloitte Insights © 2021 Deloitte AS 24
Deloitte CF acted as exclusive financial adviser to GRO Capital and Boyum IT in the sale to Volpi Capital Case study Description of the transaction Transaction overview Seller • Boyum IT Solutions was founded in 2003 by the founder and current CEO Mikael Boyum • The company is a leading software solution provider in the SAP Business One ERP ecosystem GRO Capital is a leading North European targeting the upper SME segment globally Background • Boyum IT has succeeded in establishing an unmatched distribution network of +650 partners private equity fund with an exclusive focus on mature B2B software and tech- through an attractive product offering and comprehensive partner enablement enabled companies with strong growth • Today, the company serves a large customer base with +8,000 end-customers in +110 countries prospects acted as exclusive financial advisor to Target GRO Capital and • In 2016, the Danish B2B software investor GRO Capital acquired a 49.9% stake in Boyum IT the founder of • Since the acquisition, Boyum has been on an impressive organic and inorganic growth path, Boyum IT Boyum IT Solutions is a Danish leading doubling revenues from 2016 - 2020, while building a professional and international software solution provider in the SAP organization Situation Business One ERP ecosystem, targeting • The inorganic growth was facilitated by two vertical add-on software companies, which were the upper SME segment globally acquired in 2016 (Beas) and 2018 (Produmex) • Beas: Advanced manufacturing software tailored to 13 distinct industry verticals • Produmex: Logistics/warehouse management software Buyer Volpi Capital is a specialist European lower mid-market private equity firm. • After 4 years of co-ownership, GRO Capital and Mikael Boyum signed an agreement to sell a Volpi targets ambitious businesses using majority stake to Volpi Capital, a UK PE investor focusing on tech-enabled B2B software enabling technologies to disrupt Outcome • Deloitte Corporate Finance advised GRO Capital and the founder of Boyum IT Solutions on the traditional B2B value chains sale of the majority stake for an undisclosed value to Volpi Capital Source: Mergermarket, press releases from GRO Capital and Volpi Capital © 2021 Deloitte AS 25
Deloitte CF acted as exclusive financial adviser to Hg in the acquisition of Trackunit Case study (March 2021) Description of the transaction Transaction overview Buyer • Trackunit , a Danish company founded in 1998, is today a global market leader within SaaS and IoT solutions, specialising in off-highway fleet management in the construction sector • The company connects all moving parts of the construction industry, collects and analyses Hg Capital is a leading UK-based private Background machine data in real-time to provide its customers with actionable insights equity investor specialising in software and services, and primarily seeking to • Trackunit has achieved a vast customer base of +6,000 customers across OEMs, rentals and acquire controlling interests in Northern contractors, and counts +7,000 daily active users generating ~1.9bn data points daily European-based businesses acted as exclusive Target financial advisor to Hg Capital Trackunit is a SaaS-based IoT solution and • In 2015, GRO Capital and Goldman Sachs Merchant Banking Division acquired Trackunit from machine insights provider to the global the founders construction equipment industry. It Situation • GRO Capital and Goldman Sachs have worked with Trackunit’s management to scale the collects and analyses machine data in company globally by building a sizeable US business, strengthening the company’s European real-time to deliver actionable, proactive presence, and gaining a foothold in Asia and predictive information to customers Seller GRO Capital is a leading North European PE fund with an exclusive tech focus • After +5 years of co-ownership, GRO Capital and Goldman Sachs agreed on selling the company to Hg Capital, a UK-based PE investor specializing in software and services Goldman Sachs is a leading global • Deloitte Corporate Finance advised Hg Capital on the acquisition of a controlling interest in investment bank raising capital in equity, Outcome Trackunit for an undisclosed value credit and real estate to invest in a • Hg Capital will leverage its deep sector expertise within software and telematics to further diverse range of companies support Trackunit’s growth trajectory and international expansion Source: Mergermarket, press releases from Hg Capital and GRO Capital © 2021 Deloitte AS 26
Deloitte professionals covering TMT in Norway Contact details Corporate Finance Advisory M&A Strategy M&A Transaction Services M&A and Business Transformation Carsten V. Haukås Sheil Malde Are Skjøy Joachim Gullaksen Corporate Finance M&A Strategy Transaction Services Post Merger Integration +47 91 555 035 +47 959 20 982 +47 907 26 899 +47 905 34 970 chaukas@deloitte.no smalde@deloitte.no askjoy@deloitte.no jogullaksen@deloitte.no Linkedin Linkedin Linkedin Linkedin Kasper Harbitz Erichsen Jan Henry S. Fosse Nikolai Maldan Ole Rødland Corporate Finance M&A Strategy Transaction Services Technology Due Diligence +47 906 50 679 +47 412 74 524 +47 952 68 729 +47 938 89 949 kerichsen@deloitte.no jafosse@deloitte.no nmaldan@deloitte.no orodland@deloitte.no Linkedin Linkedin Linkedin Linkedin Andreas Barfod Trygve Faust-Rolseth M&A Tax M&A Legal Corporate Finance M&A Strategy +47 901 02 027 +47 924 34 437 Audun Frøland Mari Wetlesen M&A Tax M&A Legal Services abarfod@deloitte.no trolseth@deloitte.no +47 913 48 997 +47 909 65 187 Linkedin Linkedin afroland@deloitte.no mwetlesen@deloitte.no Linkedin Linkedin Dronning Eufemias Gate 14 Please visit us at: Deloitte Corporate Finance Deloitte Corporate Finance Deloitte Norway 0191 Oslo, Norway © 2021 Deloitte AS 27
Deloitte professionals covering TMT in Denmark Contact details Corporate Finance Advisory Kasper Svold Maagaard Tore Stürmer Heyden Preben Krab Larsen Corporate Finance Corporate Finance Corporate Finance +45 30 93 54 54 +45 30 93 00 33 +45 22 32 82 51 kmaagaard@deloitte.dk theyden@deloitte.dk prlarsen@deloitte.dk Linkedin Linkedin Linkedin Dennis Brix Reichhardt Sebastian Kvist Guldberg Frederik Holm Andersen Corporate Finance Corporate Finance Corporate Finance +45 60 65 21 31 +45 40 33 61 37 +45 50 48 64 86 dreichhardt@deloitte.dk seguldberg@deloitte.dk fandersen@deloitte.dk Linkedin Linkedin Linkedin Other Deloitte professionals covering TMT in Denmark Thomas Strand Adam Norsker Mikkel Boe Michael Hoe Knudsen Ulrik Laustsen Transaction Services M&A Strategy Post Merger Integration M&A Tax M&A Legal Services Weidekampsgade 6 Please visit us at: Deloitte Corporate Finance Deloitte Corporate Finance Deloitte Denmark 2300 Copenhagen S, Denmark © 2021 Deloitte AS 28
Deloitte professionals covering TMT in Sweden Contact details Corporate Finance Advisory M&A Strategy M&A Transaction Services M&A and Business Transformation David Järnland Houda Lemrini Marcus Ekehov Debbie Wrench Corporate Finance M&A Strategy Transaction Services Post Merger Integration +46 70 080 28 49 +46 70 080 34 09 +46 70 080 33 12 +46 70 080 29 80 djarnland@deloitte.se hlemrini@deloitte.se mekehov@deloitte.se dewrench@deloitte.se Linkedin Linkedin Linkedin Linkedin Thomas Rauschning Craig Roberts Tom Pernodd Jonas Malmlund Corporate Finance M&A Strategy Transaction Services Consulting +46 70 080 29 81 +46 70 080 20 03 +46 73 397 10 60 +46 73 397 13 03 trauschning@deloitte.se croberts@deloitte.se tpernodd@deloitte.se jmalmlund@deloitte.se Linkedin Linkedin Linkedin Linkedin Enes Ljuca Nils Lindstrand M&A Tax Valuation & Modelling Corporate Finance M&A Strategy +46 70 080 32 39 +46 70 080 29 70 Johan Rasmussen Mats Lindqvist M&A Tax Valuation & Modelling eljuca@deloitte.se nlindstrand@deloitte.se +46 70 080 29 59 +46 73 397 21 14 Linkedin Linkedin johrasmussen@deloitte.se mlindqvist@deloitte.se Linkedin Linkedin Rehnsgatan 11 Please visit us at: Deloitte Corporate Finance Deloitte Corporate Finance Deloitte Sweden 113 79 Stockholm, Sweden © 2021 Deloitte AS 29
Deloitte professionals covering TMT in Finland Contact details Corporate Finance Advisory M&A Transaction Services Other Deloitte professionals covering TMT in Finland Henrik Wickström Marko Pöllänen Tapio Koivumäki Tomi Karsio Corporate Finance Transaction Services Post Merger Integration M&A Tax +358 40 539 1087 +358 40 730 7053 +358 40 357 6138 +358 40 836 5171 henrik.wickstrom@deloitte.fi marko.pollanen@deloitte.fi tapio.koivumaki@deloitte.fi tomi.karsio@deloitte.fi Linkedin Linkedin Linkedin Linkedin Joni Pitkäranta Niko Annola Jukka-Petteri Suortti Tuomo Saari Corporate Finance Transaction Services Consulting Consulting +358 50 342 3283 +358 40 571 0472 +358 50 563 6436 +358 40 505 9159 joni.pitkaranta@deloitte.fi niko.annola@deloitte.fi jukka-petteri.suortti@deloitte.fi tuomo.saari@deloitte.fi Linkedin Linkedin Linkedin Linkedin Matti Saarimaa Santeri Karvinen Mikko Lahtinen Nikolas Sjöberg Corporate Finance Transaction Services & Analytics Audit M&A Legal +358 40 549 4631 +358 40 044 4519 +358 50 599 4278 +358 44 750 5663 matti.saarimaa@deloitte.fi santeri.karvinen@deloitte.fi mikko.lahtinen@deloitte.fi nikolas.sjoberg@deloitte.fi Linkedin Linkedin Linkedin Salmisaarenaukio 2, Please visit us at: Deloitte Financial Advisory Deloitte Corporate Finance Deloitte Finland 00180 Helsinki, Finland © 2021 Deloitte AS 30
Further insights into market trends can be found in other Deloitte publications Suggested further reading The Future of Digital Identity What does it mean to you? The Future of Digital Identity Looking ahead, staying ahead The future of cloud-enabled work infrastructure Whether it’s the information used by your Organizations are embedding connected digital Despite the recent marketing hype, the computer systems to identify and establish trust technologies in their information technologies, concept of Zero Trust is not new – in fact, that an organization, person, application or operational technologies, and end products, academics have spent the last 20 years electronic device is what is claimed, digital identity making cyber a top organizational priority. debating the advantages and challenges of a should be at the core of any leading, data-driven Innovating fast is now contingent on a well- security model that is based on the principle of organization orchestrated cyber program. never trusting and always verifying Download the report Download the report Download the report © 2021 Deloitte AS 31
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