Innofactor Oyj - Tender offer

Innofactor to acquire Danish Bridgeconsulting A/S

Innofactor Plc Stock Exchange Release June 25th, 2012, at 12:50 Finnish time


Innofactor Plc has today signed a contract to acquire the entire share capital
of Bridgeconsulting A/S from its management. 3 % of the shares of
Bridgeconsulting A/S will be acquired directly and the rest 97 % will be
acquired through acquiring the entire share capital of Bridgeconsulting Holding
ApS. Bridgeconsulting is the leading Danish IT services company focusing on
producing Business Intelligence solutions based on Microsoft technology. The
acquisition supports Innofactor's growth strategy announced last year.
Innofactor's strategic goal is to expand operations to the neighboring
countries through mergers and acquisitions and to become the largest provider
of Microsoft-based solutions in Scandinavia. 

Leading Business Intelligence know-how in Denmark with a good track record on
growth 

Bridgeconsulting is focusing on providing Business Intelligence, Data
Warehousing and Corporate Performance Management solutions. The company is
highly ranked Microsoft Business Intelligence Partner in Denmark, and has been
awarded as the Microsoft's business intelligence partner of the years 2009 and
2010 in Denmark. Bridgeconsulting's customers include large Danish
organizations both in public and private sector, including companies like SAS,
Unicef, TDC, DONG Energy, Ministry of Environment and Copenhagen Municipality.
The net sales for the last fiscal year (from October 2010 to September 2011)
were approximately 3.28 million euros (18% growth) and operating profit
(EBITDA) was approximately 0.14 million euros. The net sales for the current
fiscal year (from October 2011 to September 2012) is estimated to be
approximately 4 million euros and EBITDA approximately 10 %. The company
employs 25 people in Copenhagen, Denmark. The management and employees of
Bridgeconsulting are transferred into Innofactor group as existing employees.
Bridgeconsulting and its financials will be consolidated into Innofactor Group
from July 1st, 2012. 

The acquisition price will depend on Bridgeconsulting's realized EBITDA of the
next 12 months (from July 2012 to June 2013). The acquisition price will be
paid in Danish kroner and in Innofactor Plc shares and is estimated to be
approximately 2.0 million euros. The minimum purchase price is approximately
1.6 million euros and the maximum purchase price is approximately 3.0 million
euros. Approximately 1.26 million euros of the acquisition price will be paid
in cash before July 16th, 2012 and the rest is intended to be paid with
Innofactor Plc's shares during second half of 2013. The cash part of the
transaction is intended to be financed with a new maximum 1.25 million euros
bank loan. 75% of the shares are subject to transfer restrictions which are
gradually released during a period of 36 months starting from the date of the
final purchase price payment in shares. 

Bridgeconsulting A/S will change its name into Innofactor A/S.

Innofactor's growth strategy progresses

“High level of competence and clientele of Bridgeconsulting is a perfect
complement to Innofactor's business operations. Together we will be capable of
serving our international customers faster and more extensively as well as
working to expand our clientele. The expansion of our solution range in the
Nordic countries will improve our competitiveness and support our strategy of
international growth”, says Sami Ensio, the founder and CEO of Innofactor. 

“Acquisition of Bridgeconsulting is the first step in international expansion
of Innofactor's system integration business and provides an excellent platform
to grow a substantial Microsoft-focused business in Denmark”, says Janne
Martola, Vice President of International Business and Acquisitions of
Innofactor. 

“Demand for Business Intelligence solutions based on Microsoft technology has
increased tremendously in recent years in Denmark, at the expense of other
technologies. Merger with Innofactor makes us a strong player in the growing
Microsoft market in Nordics. We are also pleased for the opportunity to expand
our offering with other productivity solutions offered by Innofactor, for which
we also see significant market potential”, says Christian Andersen, the CEO of
Bridgeconsulting, who through the merger will become General Manager of
Innofactor in Denmark and a member of the Executive Board of Innofactor Group. 

Bridgeconsulting A/S's net sales, EBITDA and operating income in the financial
periods from October 1st 2010 to September 30th 2011 and October 1st 2009 to
September 30th 2010 were according to Danish Accounting Standards as follows
(thousand euros): 

                          Oct 1,2010 - Sep 30,2011  Oct 1,2009 - Sep 30,2010
Net Sales                 3,277                     2,768                   
EBITDA                    142                       181                     
Operating Profit  (EBIT)  95                        143                     



Bridgeconsulting A/S's balance sheets on September 30, 2011 and September 30,
2010 were as follows (thousand euros*): 

                                Sep 30, 2011  Sep 30, 2010
Fixed Assets                    127           77          
Receivables and current assets  982           758         
Total                           1,109         835         
Equity                          191           207         
Liabilities                     917           628         
Total                           1,109         835         

The currency rate used in the above figures: 1 euro = 7,44 Danish Kroner.



INNOFACTOR PLC

Board of Directors




Further information:

Sami Ensio, CEO
Innofactor Plc
Tel. +358 50 584 2029


Distribution:

NASDAQ OMX Helsinki
Main media
www.innofactor.com



Innofactor is the largest Microsoft-focused IT service provider in Finland and
Microsoft Country Partner of the year 2011. Innofactor operates as a system
integrator and also develops software products of its own. Innofactor's clients
include major companies and public administration organizations. The net sales
for 2011 were about EUR 17.2 million, increase of 74.5 percent on the previous
year. With 52 % average annual growth during last 6 years, Innofactor has been
the fastest growing IT company in the NASDAQ OMX Helsinki. Innofactor has
approximately 190 employees working at six locations across Finland. 

Bridgeconsulting is a consulting and project services provider, providing
Business Intelligence (BI), Datawarehousing (DW) and Corporate Performance
Management by a team of committed and highly skilled consultants. Every day,
Bridgeconsulting helps a wide range of Danish organizations make more informed
decisions and develop their business through value creating, user-friendly, and
comprehensive solutions. Bridgeconsulting has decided to focus on the Microsoft
platform and is today the largest and most highly qualified Microsoft® Managed
Business Intelligence Partner and Microsoft® Gold Certified Partner
specializing in Business Intelligence in Denmark.