IVISYS AB: IVISYS AB acquires ICS Image Control Systems AB in Stockholm conditional on general meeting’s approval of share issue for non-cash consideration

IVISYS AB: IVISYS AB acquires ICS Image Control Systems AB in Stockholm conditional on general meeting’s approval of share issue for non-cash consideration

Press Release
IVISYS AB
556998-4981
23 April 2018

IVISYS AB ACQUIRES ICS IMAGE CONTROL SYSTEMS AV IN STOCKHOLM CONDITIONAL ON GENERAL MEETING’S APPROVAL OF SHARE ISSUE FOR NON-CASH CONSIDERATION.

IVISYS AB (publ) (“IVISYS”) have entered into an agreement about acquisition of ICS Image Control Systems AB (“ICS”) on the 22nd of April 2018 (“the aquisition”), to be effective on the 28th of May, in conjunction with IVISYS AB’s annual general meeting.

ICS is a company that is active within quality control within vision and delivers to customers in Europe and USA.

The acquisition of ICS strengthens IVISYS in many areas with increased capacity of production, larger client base, domain expertise and experience and a revenue with strong growth potential.

IVISYS shall pay for the shares in ICS Image Control Systems AB by a targeted share issue of 1.2 million shares in IVISYS AB and a cash payment of 1.0 MSEK for all shares in ICS Image Control Systems AB. In addition to the cash payment, there may be paid an additional cash payment in 2019, which may amount to a maximum of 2.0 MSEK, if certain conditions are met.

The purchase price consists of partly a number of newly issued shares (see above) and partly a cash payment. This composition of the purchase price means that the total value (calculated as the amount of newly issued shares * IVISYS share price + the cash payment) will vary with IVISYS share price to the time of the transaction´s implementation. Calculated on the basis of the share price at the latest trade, the 20st of April 2018, the total value was 7.12 MSEK, of which the value of the shares in IVISYS is estimated to 6.12 MSEK.

ICS will be integrated to IVISYS ApS as a sister company and will shortly market themselves under a mutual name.

ICS Image Control Systems is a profitable company, which had a net turnover of 7.7 MSEK in their latest published yearly accounts (2016/2017) and is expected to contribute to an increase of IVISYS turnaround with approximately 50% during 2018 and approximately 100% in 2019. The acquisition is expected to be contributing positive both operationally as well as financially.

CEO JAKOB KESJE COMMENTS

”IVISYS and ICS is an amazing combination, as ICS contributes to, exactly what IVISYS needs in this moment, namely experience in production of vision installations, where the company has installed nearly 200 vision systems over the last 8 years. IVISYS gives ICS the opportunity to grow faster and more secure with the financial base that IVISYS have received from its investors. Both companies complement each other with unique product portfolios, strong customer bases and valuable stock quotation. With ICS´s CEO Mikael Sjöholms 20+ years of experience within vision, we will be able to avoid development costs that we would otherwise have had in our own development. Together we move our development curve ahead with minimum one year at a time, in relation to if IVISYS should grow with staff and customers on their own. It is with great confidence that I welcome Magnus Larsson, Mikael Sjöholm and their coworkers to our mutual IVISYS’ says Jakob KEJSE, CEO for IVISYS.

MD OF ICS MIKAEL SJÔHOLM COMMENTS

’The aquisition will support a substantial increase in the sale of ICS’s products and the sale to ICS’s existing client base. Magnus and I look much forward to the cooperation together within the combined companies, in order for us to realize the great market potential that we are seeing so strongly from our outstanding offers and customers RFQ’s‘ says Mikael Sjöholm MD of ICS Image Control Systems AB.

ABOUT ICS IMAGE CONTROL SYSTEMS

ICS has throughoutover many years developed unique solutions to their customers within quality control with vision and have thereby built a solid knowledge regarding vision systems. ICS have a wide range of satisfied customers in their client portfolio that includes large international companies both within pharmaceuticals and automotive. During recent years, ICS have had success with some highly specialized standard products, which is ready to be marketed internationally. These efforts has already been initiated but has been limited to the organic growth that the company has been able to manage.

NEW ISSUE OF SHARES

To complete the acquisition, the company will be required to make a targeted issue for non-cash consideration, the board will seek authorization of this at the annual general meeting on the 28th of May 2018, by a separate topic on the agenda.

Subscribers in the issue is the two sellers in ICS, Mikael Sjöholm (through company) and Magnus Larsson, who will both be continuing their work and has entered an agreement not to be reselling parts of their shares under a period up to the end of 2020.

CERTIFIED ADVISER

Sedermera Fondkommission is IVISYS’ Certified Adviser.

For further information, please contact

Jakob Kesje, CEO IVISYS AB Phone: +45 20 22 60 10 E-mail: jk@ivisys.com

This information is information that IVISYS AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above on 23 April 2018.

ABOUT IVISYS

IVISYS provides vision-based quality inspection solutions for industry, which can replace both manual and mechanical quality control. IVISYS’ unique, patented solutions make it possible to perform complex quality control while keeping the existing production flow unaffected. Unlike existing solutions, IVISYS’ approach makes it possible to perform complex surface controls, control measurements on the micron level and control multiple components in one instant process. The solutions are based on IVISYS’ patented image data processing, which differs fundamentally from the conventional processes used within vision systems today. IVISYS is capable of utilizing high-resolution cameras in the company’s image processing, while at the same time processing image information faster than the company’s competitors. The solutions offered have an average payback period of approximately six months for customers currently relying on mechanical or manual control.

IVISYS is the winner of Frost & Sullivan’s 2017 Entrepreneur of the Year in Europe Award.