Innofactor Oyj - Company Announcement

Innofactor acquires Enabling Group in Denmark

Innofactor Plc Stock Exchange Release, December 13th 2013, 14:30 Finnish time

Innofactor Plc has today signed a contract to purchase the entire share capital
of Enabling Holding ApS and its subsidiaries Enabling ApS and Enabling Sweden
AB (together Enabling Group) from the company management. Enabling is one of
the leading Microsoft partners providing consultancy services, development and
implementation of SharePoint-based solutions in Denmark. The acquisition will
strengthen Innofactor's vision of becoming the largest supplier of
Microsoft-based solutions in the Nordic region as well as increasing
operational efficiency in Denmark. Innofactor will be employing more than 50
employees in Denmark, and totally over 400 employees in the Nordic region. 

The integration of Enabling and Innofactor A/S operations will start at the
beginning of January 2014 and the goal is to implement the most significant
parts during the first quarter of 2014. In the future, Enabling's services will
be offered under the Innofactor brand. 

Leading SharePoint know-how in Denmark with great growth performance

Enabling supplies IT consulting services and solutions in the field of
SharePoint and other Microsoft-based products. The company delivers full
solutions: from consulting, requirements specification and user interaction to
implementation, embedding and maintenance. Enabling's customers comprise large
Danish companies, both in the public and private sector including companies
like DONG Energy, Royal Copenhagen, Lundbeck, Danish Defence, RUC and Region
Skåne. Recently, Enabling was nominated as one of the most innovative Microsoft
partners in Denmark. The unaudited net sales for the last twelve months
(November 2012 to October 2013) of Enabling Group has been approximately EUR
3.0 million and EBITDA has been approximately EUR 0.3 million (EBITDA margin
approximately 9.7%). The company employs approximately 20 people in Copenhagen,
Denmark and in Malmö, Sweden. The management and employees of Enabling Group
are transferred into Innofactor Group as existing employees. Enabling Group and
their financials will be consolidated into Innofactor Group from January 1st,
2014. 

The purchase price will depend on Enabling Group's realized EBITDA in 2014. The
purchase price will be paid mainly in Innofactor Plc shares and a minority in
Danish kroner. The minimum purchase price is approximately EUR 1.6 million and
is payable in conjunction with the closing date of the deal (estimated by the
end of December 2013). Approximately EUR 0.04 million of the minimum purchase
price will be paid in cash at the closing of the deal and the rest is intended
to be paid with Innofactor Plc's shares approximately during January 2014. The
maximum purchase price is approximately EUR 4.0 million. The rest of the
purchase price is intended to be paid with Innofactor Plc's shares during first
half of 2015. All Innofactor shares used as payment in this transaction are
subject to transfer restrictions which are gradually released during 2014 to
2017. 

The value of Innofactor's shares used as payment in the transaction is
determined as a weighted average share price quoted on NASDAQ OMX Helsinki
during a period of 60 trading days prior to the closing date (estimated by the
end of December 2013) for the minimum purchase price and 60 trading days prior
to the payment of the rest of the purchase price. The share price for the
payment of the minimum purchase price at the closing shall not in any event be
lower than what has been the closing price of the share in the last trading day
preceding the closing date. 

Innofactor's growth strategy is making progress

“Our vision is to become the number one Microsoft-based solution provider in
the Nordic region. Enabling is a great fit to our strategy. I am proud that
Enabling will become a key element of our growth in the future,” says Sami
Ensio, founder and CEO of Innofactor. 

“The acquisition of Enabling is the second step in the international expansion
of Innofactor's system integration business and will strengthen our position in
Denmark,” says Janne Martola, Vice President of International Business and
Acquisitions of Innofactor. "The acquisition of Enabling is a considerable boost to Innofactor's activities
in the Danish market. From day one, we are able to deliver crucial synergies
regarding customers and competencies. Innofactor's strength within Business
Intelligence and CRM combined with Enabling's high level of competency in
SharePoint make a perfect match, not least in terms of our mutual customers.
For some time, we have focused on SharePoint as a substantial growth area and
we look forward to welcoming Enabling's extremely competent employees to the
Innofactor team,” says Christian Andersen, Managing Director of Innofactor in
Denmark. 

” Being a part of Innofactor is a great opportunity for us to fulfill our
strategy and vision to become the leading Microsoft powerhouse in Denmark.
Innofactor has an outstanding proven track record as well as the
professionalism and drive to realize the corporate ambitions. We are very
confident that our employees and customers will appreciate our new and
comprehensive offerings,” says Staffan Arbring, Managing Partner in Enabling. 

The management of Innofactor in Denmark will consist of Managing Director
Christian Andersen, Business Unit Director (Business Intelligence) Peter
Kyvsgaard and Business Unit Director (SharePoint) Staffan Arbring. 

Enabling Group's unaudited and consolidated net sales and Operating Profit
(EBIT) in the financial periods from January 1, 2012 to December 31, 2012 and
January 1, 2011 to December 31, 2011 were according to Danish and Swedish
Accounting Standards as follows (EUR million): 
    2012                                                 2011 

Net Sales                                                                    
3.20                                                  2.79 

EBITDA                                                                       
0.06                                                  0.09 

Operating Profit (EBIT)                                                0.04    
                                             0.08 



Enabling Group's unaudited and consolidated balance sheets on December 31, 2012
and December 31, 2011 were as follows (EUR million): 
     Dec 31, 2012                                 Dec 31, 2011 

Fixed and other non-current assets                            0.08             
                                    0.09 

Receivables and current assets                                 0.64            
                                     0.73 

Total                                                                          
  0.72                                                  0.83 

Equity                                                                         
0.07                                                  0.06 

Liabilities                                                                    
0.65                                                  0.77 

Total                                                                          
 0.72                                                  0.83 



The currency rate used in the above figures: EUR 1.00 = DKK 7.46



INNOFACTOR PLC

Sami Ensio, CEO



Further information:

Sami Ensio, President and CEO, Innofactor Plc, +358 50 584 2029

Christian Andersen, Managing Director, Innofactor A/S (Denmark), +45 23494274



Distribution:

NASDAQ OMX Helsinki

Principal media

www.innofactor.com



Innofactor is one of the leading software providers focused on Microsoft
solutions in the Nordic countries. Innofactor delivers to its customers IT
projects as a system integrator and develops its own software products and
services. The focus area in its own product development is Microsoft Azure
based cloud solutions. Innofactor's customers include over 1,000 companies and
government organizations in Finland, Denmark, Sweden and elsewhere in Europe.In its operation, Innofactor strives for long-term customer relationships.
Innofactor has over 400 motivated and skilled employees in several locations in
Finland, Denmark, Sweden and Russia. The five year growth of Innofactor's net
sales in 2008 to 2012 has been about 35 percent annually. Innofactor is the
fastest growing technology company in the Finnish stock exchange. The
Innofactor Plc share is listed in the technology section of the main list of
NASDAQ OMX Helsinki Oy. 

Innofactor A/S is a 100 percent owned subsidiary of the Finnish Innofactor
Group. It has focused on Microsoft-based Business Intelligence (BI) solutions
and has been selected several times as the Microsoft BI Partner of the Year in
Denmark. The company has displayed growth rates of more than 50 percent
annually in average for the past six years. 

Enabling is a value-creating SharePoint solution center and consultancy
enabling customers to meet their goals and projects on time. Understanding the
core business of its customers, Enabling supplies high-end solutions,
consultancy, and competencies that add value and improve results. Enabling
consultants are all best-in-class performers, and Enabling emphasizes putting
together project teams that meet customers' high expectations - on time and at
the price agreed.