BasWare to acquire the financial software provider Analyste

BasWare has agreed on an acquisition of the entire share capital of Analyste. The acquisition price amounts to approx. EUR 27.37 million of which approx. EUR 9.72 million will be paid in cash and EUR 17.65 million in BasWares shares with two directed offering to the shareholders of Analyste. The financial assets of the acquired company, according to IFRS, were EUR 8.4 million and long-term investments EUR 3.1 million at the end of the financial year 2005. The company does not have interest bearing liabilities.

Analyste is a Finnish software company that develops financial software for payment transactions between companies and banks, electronic processing of invoices as well as cash management and financing planning. The companys products and services are used in more than 7 000 organizations, for example in almost half of the 500 largest Finnish companies and over half of the Finnish municipalities. Analystes net sales totaled EUR 9.8 million and operating profit EUR 2.8 million according to IFRS (un-audited) in 2005. Net sales came almost wholly from Finland. Analyste had 107 employees at the end of 2005. The acquisition strengthens BasWares position in Finland as the leading provider of invoice processing software and complements the Enterprise Purchase to Pay product portfolio. Product development can simultaneously be strengthened and rationalized by reallocation of resources. Additional synergy benefits can be reached by unifying the support functions as well as the domestic and Swedish operations and by transferring to common infrastructure and common offices in Tampere and the Helsinki metropolitan area. With the acquisition, approximately EUR 0.8-1.0 million of synergy benefits can be achieved in 2006 and approximately EUR 1.3-1.5 million in 2007. As a result of the acquisition, the Groups personnel grow to 504 employees. After the acquisition, BasWares preliminary pro forma net sales for 2005 amounts to EUR 52.6 million, preliminary pro forma operating profit (EBIT) EUR 7.1 million and preliminary earnings per share EUR 0.44. A total of EUR 9.17 million of the acquisition price was paid in cash in conjunction with the acquisition. Moreover, the sellers will be paid an additional purchase price of EUR 0.55 million in 2006. The share exchange related to the acquisition will be conducted in two parts. A total of 1 463 516 new BasWare shares will be issued in the offerings. The first share exchange for 820 001 shares was realized as a directed offering in conjunction with the acquisition on January 31, 2006. The other share exchange for 643 515 shares will be realized after the BasWare Annual General Meeting of Shareholders on February 15, 2006. If the Annual General Meeting does not grant the Board of Directors an authorization required to conduct the share exchange, the remainder of the acquisition price will be paid in cash. As a result of the acquisition, the shareholders of Analyste will have a 12.9 percent ownership of BasWare. According to the preliminary estimates, EUR 4.1 million of the total acquisition price will be allocated to intangible assets taking into account deferred tax liabilities. EUR 13.0 million of the acquisition price will be, preliminary, recorded as goodwill.