Relesys A/S announces binding agreement with Copilot Capital Limited to acquire all outstanding shares in Relesys A/S for DKK 6.60 per share

Unite BidCo ApS, CVR-no. 44774739 ("BidCo"), a company controlled by funds advised by Copilot Capital Limited ("Copilot"), a private equity fund investing in European software champions, has entered into a binding transaction agreement relating to the acquisition of all outstanding shares in Relesys A/S ("Relesys") for DKK 6.60 per share representing a premium of 37% to the share price the day before Relesys announced the initiation of a strategic review.

In total, Relesys shareholders representing approximately 93.5% of the share capital have entered into binding agreements with Copilot to sell their shares, including CEO Jesper Roesgaard, COO Jens Ole Lebeck and CTO Martin Sørensen, who, in the aggregate, own 73.2% of the shares, as well as the members of the Board of Directors.

Relesys Chair of the Board, Alexander Martensen-Larsen, says:
"Since Relesys listed on Nasdaq First North Premier in late 2021, we have strengthened the operational platform, optimised the customer base, and entered new markets. During this period, annual recurring revenue (ARR) has doubled, revenue has grown by 65% and the number of users has reached almost 400,000. In other words, we have delivered on our promises. Last year, we initiated a strategic review to evaluate alternatives to continue our growth journey, including financing options and ownership structures. To ensure the best possible solution and to maximise shareholder value we have conducted a very thorough and structured process. It is therefore rewarding on behalf of a unanimous Boards of Directors, to announce this attractive agreement with Copilot, which is supported by a clear majority of the shareholders."

It is Copilot's ambition to continue investing significantly in the growth of Relesys with the aim of becoming the global champion in next-generation technology for frontline workers. John Messer, Managing Partner, says:
"Copilot is delighted to invest in Relesys.  We love the vision Jesper and Jens Ole have for the business and the team they've assembled to turn this vision into reality. This partnership represents an ideal opportunity to combine Copilot's focused HCM and retail sector knowledge with Relesys' best in class product.  We are committed to supporting the continued growth of Relesys via further investments to accelerate sales as well as supporting their international ambitions as they look to become the pre-eminent solution for frontline workers"

Jesper Roesgaard, Jens Ole Lebeck and Martin Sørensen, owning respectively 34.2%, 32.6% and 6.3% of the shares in Relesys, will reinvest more than half of their proceeds into the new company. The reinvestment has been a key condition from Copilot to enter into an agreement.

Relesys CEO Jesper Roesgaard says:
"Copilot is in many ways the right partner to take Relesys to the next level and become the true leader in next-generation tech for frontline workers. In addition to funds to invest in our continued growth journey and market-leading employee engagement platform, Copilot brings strategic know-how, commercial and financial expertise and a strong network into the retail industry. We also share the same values for running a business like Relesys, and I am confident that this is the best long-term solution for our customers and the entire Relesys team, which is also reflected in our reinvestment in the new set-up."
 

Highlights

• Relesys today announces that it has entered into a transaction agreement with Copilot relating to the acquisition of all outstanding shares in Relesys for DKK 6.60 per share (the "Transaction").
• On 21 September 2023 Relesys announced the initiation of a strategic review to evaluate funding options and ownership structures to allow Relesys to execute its expansion plans and accelerate growth. As part of the review Relesys has conducted a thorough and structured process with the aim of maximizing shareholder value and achieving the best possible solution for Relesys, its customers and employees going forward.
• As part of its strategic considerations and the assessment of the terms offered by Copilot the Board of Directors has amongst others considered the following factors:
• The price and the terms offered are the results of a competitive auction followed by negotiations to further improve the offer in order to maximize shareholder value, and;

• Copilot can as a new majority owner of Relesys accelerate the company's growth trajectory towards becoming the global champion in next-generation technology for frontline workers through additional growth funding and Copilot's strategic expertise

• Based on an evaluation of these factors and the offered terms the Board of Directors have unanimously decided to support the Transaction and to enter into the transaction agreement with Copilot.

• As part of the Transaction Copilot has entered into share purchase agreements with shareholders representing approximately 93.5% of the issued and outstanding share capital in Relesys to acquire their shares ("Share Purchase Agreements") for DKK 6.60 DKK per share.
• The shareholders having entered into Share Purchase Agreements with Copilot to sell their shares are:

1.
i. Members of the Board of Directors (combined 1.9% of the shares/votes);
ii. Jesper Roesgaard, Jens Ole Lebeck and Martin Sørensen (combined 73.2% of the shares/votes);
iii. Kapitalforeningen BankInvest Select Small Cap, Danske Aktier (10.0% of the shares/votes);
iv. Mr. Scobie Dickinson Ward (4.2% of the shares/votes);
v. Better Holding 2012 A/S (2.2% of the shares/votes); and
vi. Kapitalforeningen Wealth Invest, Afd. Symmetry Invest (2.0% of the shares/votes)

• Following settlement of the trades relating to the Share Purchase Agreements, Copilot will hold more than 90% of the shares and voting rights in Relesys. Accordingly, Copilot and Relesys has agreed to request Nasdaq Copenhagen for removal from trading of the Relesys shares on Nasdaq First North Premier Growth Market following the settlement. Subject to approval from Nasdaq Copenhagen removal from trading is expected to take place within two to three weeks from this announcement.
• Subsequently, the remaining Relesys shareholders, representing approximately 6.5% of the share capital, will be redeemed in cash at DKK 6.60 per share through a compulsory redemption process in accordance with sections 70 and 72 of the Danish Companies Act to be initiated by BidCo whereby all minority shareholders will be requested, by publication of a separate notice, to transfer all their remaining shares in Relesys to BidCo within a four-week notice period. The compulsory redemption process is expected to be initiated as soon as possible following the removal of the shares from trading.
• In the coming weeks, Relesys expects to convene an extraordinary general meeting to be held with the purpose of electing new members of the Board of Directors.
• The purchase price of DKK 6.60 per share implies a significant premium compared to relevant historic prices of the Company's shares on Nasdaq First North Premier Growth Market Denmark:

Relevant period Premium Reference price
Closing price on 20 September 2023 (the day 37% 4.82
before announcement of a strategic review)
90 trading days volume weighted average share 25%  5.29
price (VWAP) until (and including) 24 April
2024
Closing price on 24 April 2024 -8%  7.20

Further information about timing and process for removal from trading and compulsory redemption will be announced upon settlement of the Share Purchase Agreements.

Advisers
Carnegie Investment Bank, filial af Carnegie Investment Bank AB, Sverige, is acting as exclusive financial adviser to Relesys. Accura Advokatpartnerselskab is acting as legal adviser to Relesys and Plesner Advokatpartnerselskab is acting as legal adviser to Copilot.

Certified Adviser for Relesys
Grant Thornton
Stockholmsgade 45
2100 Copenhagen Ø
Denmark