Press Release merger with Compello AS

The newly merged company will attain a greater capacity for increased organic growth in Norway and within the European market, as well as the financial strength to become a major leading European player within electronic invoicing. The company, with subsidiaries in Germany and Sweden, will have approximately 80 employees, a turnover of over NOK 100 million and a strong financial balance. The name of the company is not yet final and is therefore referred to as Compello Client AS.

Market opportunity

The Nordic countries have always been quick to spearhead technology within invoice automation and billing control. Client Computing Europe ASA and Compello Software AS have long experience in these markets and have built up significant market positions. There is a considerable future emerging market for automated invoicing and billing control in Europe. By pooling experience and resources Compello Client AS will be able to offer a wider range of standardized solutions within invoice management. The companies have established their expertise in this area over the past two decades and will now work together to provide even better value to customers and partners. A stronger company with a stronger development base will be able to cater for more of the customers’ requirements. 

 “We want to make life easier for our customers by providing even better software which addresses their needs. There is a great potential for reducing paper flow through automated software. Many companies will be able to save a lot of time and money through achieving better control and getting a better business overview. One, single, consolidated company will stand the best chances of supplying better and cheaper solutions to the market.” says Gustav Line, Managing Director of Compello AS.

The merger is a good example of that consolidation in the IT industry opens up for new solutions and new partnerships.  

“Compello Client AS will be a considerable player in the Norwegian market as well as one of our most important partners within their field. We look forward to continuing our close collaboration with them, in an exciting market with strong growth”, says Hege Skryseth, Managing Director of Microsoft Norway.

Improved profitability and development solutions

The signed merger agreement proposes that the ownership structure is reflected in the new Board of Directors and furthermore that Gustav Line, Managing Director of Compello Software AS, will be the leader of the new company. The head office of Compello Client AS will be at Fornebu, just outside of Oslo. 

”Both companies work in the related areas of incoming and outgoing invoicing for businesses and organizations. There are clear synergies in the areas of sales, administration and development. We have a clear ambition to achieve better profitability, so that we have the necessary muscles to invest in even better solutions in the future. Consolidated expertise will give customers greater return of investment and solutions that work optimally with their existing investments.” continues Gustav Line.

Proposed transaction

Both companies’ equity in the merger is valued at NOK 35,600,000, which gives a share price of NOK 33 per share for Client Computing and NOK 35.72 per share for Compello AS. Compello’s share price has for a period been valued at NOK 35 per share, whilst Client’s shares were traded at NOK 26-28 in the autumn of 2010. This gives a tradeoff where Compello shareholders will receive 1.0824 shares in Client Computing for each share in Compello. 

Client Computing’s main owner, Etrinell AS, will in conjunction with the merger convert NOK 3.3 million of debt into 100.000 shares at a price of NOK 33. A share issue will also be put out where shareholders of the merged company will be able to maintain their share hold at the same rate. The new share issue will be able to bring a further NOK 5.7 million into the company. 
The final merger plan will be signed in March 2011 once the final accounts for 2010 have been submitted and a mutual due diligence review has been completed. The merger plan will then be submitted to the companies’ general meetings for approval. The corporate implementation of the merger will take place during the second quarter of 2011.

Key facts merged company

• Compello Client AS will be one of the largest Norwegian software companies and a significant European player within invoicing and billing control
• Compello Client AS will receive a pro-forma consolidated revenue of NOK 95 million in 2010 and a pro-forma consolidated EBITA in the area of NOK 8-9 million. The company will have a good cash flow and expects a good growth in revenue and significant profitability for the coming year.
• The merged company will have a solid balance which is well tuned to its growth opportunities.
• Compello Client AS will be represented in Norway, Sweden and Germany through its own companies and will have a good platform for growth in the European market.
• Compello Client AS with its 80 employees will have more than 60 partners and 7000 business customers in Europe.
• Compello Client AS will be one of the largest Microsoft Gold software houses (ISV)

For questions or more information please contact:

J. Arthur Olafsen, Chairman of Client Computing Europe ASA and Compello Software AS
Mobile tel: +47 948 45 050 
E-post: arthur.olafsen@vestfoldnett.no

Gustav Line, Managing Director Compello Software AS
Mobile tel: +47 952 67 104  
E-post: gustav.line@compello.no 

About Client Computing Europe ASA:

The Client Computing Group covers Client Computing Norway AS, Client Computing AB and Client Computing Germany GmbH. Client Computing is a leading supplier of solutions and services within billing and administration to the European market. The company has over 15 years of experience from the energy market within EDIEL, electronic billing and electronic invoicing. Client Computing has business customers from both the private and public sectors in Norway, Sweden, Denmark, Finland, England, Germany, Austria, Belgium, France, Italy and Hungary.

About Compello Software AS:

Compello Software supplies software for document management with special focus on documents connected to purchasing and invoice processing. 50.000 people use Compello to get an overview and control of their incoming invoices. Compello Software has more than 50 partners and 5000 customers in Norway and has customers established in 20 other countries through its international solution. The company’s office is at Fornebu just outside of Oslo.