2022-08-11 16:45:00 CEST

2022-08-11 16:45:13 CEST


Qt Group Oyj - Inside information

Qt acquires Axivion GmbH to further strengthen its market-leading offering in quality assurance

Qt Group Plc, Inside information, August 11, 2022 at 5:45 pm EEST

Espoo, Finland - 11. August 2022: Qt Group Plc has today signed an agreement to
acquire all the shares in Germany-based Axivion GmbH. Axivion is a major
provider of state-of-the-art quality assurance tools, such as static software
analysis and software architecture analysis.

The acquisition complements well Qt Group's quality assurance product offering.
We are thrilled to invest in a growth market that is strongly driven by the
increasing demand from our customers for a secure, high-performing, and high
-quality software. Together with the Axivion's great team and leading technology
we are happy to expand our presence in this market making the company even
stronger partner for our customers. Axivion's state-of-the-art static analysis
tools increase productivity in the software development process by detecting
software erosion factors such as defects, cycles, and violations of programming
rules. Qt Group aims to leverage its global sales network to sell Axivion
products to new and existing customers, as well as to C/C++ software development
markets outside the Qt ecosystem. Axivion's revenue in 2021 was EUR 5 million
and EBIT EUR 1.5 million (figures pro forma).

“I am very excited to announce the acquisition of Axivion into our product
portfolio to expand our quality assurance business area and to meet the needs of
our customers to achieve a shared success. At Qt, our mission is to increase the
productivity of our customers' product development process. Finding and fixing
defects, bugs, and vulnerabilities early in the software development cycle saves
development costs, increases productivity, and improves software code quality,”
says Juha Varelius, President and CEO, Qt Group Plc. “The acquisition is a great
example of our growth strategy execution beyond the Qt ecosystem addressing a
market significantly larger than billion dollars and growing at double-digit
figures. Together with Axivion's team we see potential to grow faster than the
market with our comprehensive quality assurance offering, as we aim to further
leverage our global sales network with multiple stand-alone products and seek to
expand our total addressable market,” he continues.

“We are thrilled to continue Axivion's success story as part of Qt Group.
Axivion was founded to create the most comprehensive suite of software quality,
security and vulnerability tools. Qt Group's strong global presence and wide
customer base in more than 70 different industries ensure a great foundation for
our future growth,” says Thomas Eisenbarth, CEO and founder, Axivion GmbH.

Axivion GmbH in brief

Axivion GmbH was launched in 2006 as a spin-off company by the University of
Stuttgart. It is headquartered in Stuttgart, Germany, and employs approximately
33 people in Germany and Austria.

The Axivion Suite -solution includes the full range of quality assurance tools:
static code analysis, architecture analysis, and other analysis tools for clone
management, cycle and dead-code detection. In addition, Axivion offers
professional services for technical integration and training. Axivion has
customers across several industries ranging from industrial automation and
medical to automotive.

Key figures (pro forma, unaudited)

EUR million                   FY 2021  FY 2020
Net sales                     5.0      4.1
EBIT                          1.5      0.8
EBIT-%                        30%      19%
Trade receivables, Dec 31     1.1      0.8
Cash and equivalents, Dec 31  1.6      1.2

Purchase price and financing of the acquisition

The acquisition price is EUR 32 million (enterprise value), which of EUR 24
million will be paid in cash and EUR 8 million with the Qt Group's shares.
Additionally, the parties have agreed on an earn-out structure with a maximum
amount of EUR 12 million to be payable as earn out conditional upon the growth
of Axivion's products' revenue during the time period 2022-2024.

By virtue of the share issue authorization of the Annual General Meeting held on
15[th] March 2022, the Qt Group's Board of Directors has decided to pay the
agreed share purchase price by way of issuing shares in a directed share issue
to the sellers according to the agreement between the parties. Accordingly, a
total of 130 700 new Qt Group's shares will be subscribed by the sellers at a
subscription price of EUR 61.25 per share. The subscription price corresponds to
a volume-weighted average share price in Qt Group's shares over the reference
period 1 August - 9 August 2022.
The new shares will be entered in the Trade Register on or about 12 August 2022.
The new shares generate shareholder rights as of the day of registration. The
above-mentioned new shares will be admitted to public trading together with the
company's old shares on the official list of Nasdaq Helsinki on or about 16
August 2022. After the registration of the shares subscribed for in the share
issue, the total number of Qt Group's shares will be 25,398,398. The number of
shares subscribed for in the share issue corresponds to approximately 0.51
percent of Qt Group's share capital after the registration of the new shares.

Qt Group will consolidate Axivion to its financial reporting as of Q3 2022. The
acquisition is not expected to have a significant impact on the Qt Group's
financial performance in 2022.

Further information:
President and CEO Juha Varelius, tel. +358 9 8861 8040

Media Contacts

Nasdaq Helsinki Ltd.
Key media

About The Qt Company

Qt Group (Nasdaq Helsinki: QTCOM) is a global software company with a strong
presence in more than 70 industries and is the leading independent technology
behind millions of devices and applications. Qt is used by major global
companies and developers worldwide, and the technology enables its customers to
deliver exceptional user experiences and advance their digital transformation
initiatives. The company's net sales in 2021 totalled 121.1 MEUR, and it employs
some 500 people. To learn more, visit https://qt.io/

About Axivion GmbH

Axivion, based in Stuttgart, Germany, is a provider for innovative software
solutions for static code analysis and for protection from software erosion. The
core product of Axivion is the Axivion Suite, a tool suite for the improvement
of software quality and maintainability of software systems implemented in the
programming languages C, C++ and C#. In addition to static code analysis, the
tool suite includes innovative software tools for architecture verification and
clone management. Moreover, the tool suite detects software erosion factors such
as cycles, dead code and violations of programming rules.

Axivion's MISRA checker covers 100% of all automatically testable MISRA rules
for the standards MISRA C:2004, MISRA C:2012, and MISRA C++:2008. Furthermore,
the AUTOSAR C++14 styleguide as well as the CERT® programming rules for secure
software development, rules for C Secure Coding (ISO/IEC TS 17961), and CWE
(Common Weakness Enumeration) are supported. The static code analysis package of
Axivion Suite is certified for its suitability in safety systems according to
ISO 26262 up to ASIL D, IEC 61508 up to SIL 4, IEC 62304 up to Class C, EN 50128
and EN 50657 up to SIL 4.

Axivion's customers are companies that develop innovative technical software
across different industries, e.g. industrial automation, automotive, railway,
electronics, information and telecommunication, avionics, medical, mechanical
engineering, as well as measurement, control and regulation technology.

More information is available at https://www.axivion.com/en/.