Hawk Infinity Software AS – Agreement on sale of Jotta AS and strategic joint venture with Telenor forming a leading player within cloud storage

19 Mar 2025 13:20 CET

Hawk Infinity Software AS (“HIS”) has entered into an agreement for the sale of
100% of Jotta AS (“Jotta”), and the establishment of a strategic joint venture
(“SJV”) with HIS and Telenor within cloud storage services (the “Transaction”).
The new SJV will consist of Jotta and Telenor Software Lab AS (“TSL”) and will
be owned 50%/50% by HIS and Telenor.

The SJV will create a strong Norwegian alternative to international cloud
service providers. Jotta has grown steadily over many years through its cloud
service offering under the Jottacloud brand and through platform partnerships
with large partners within telecom, retail and finance. Telenor Norge has
through TSL offered the cloud service Min Sky to mobile subscribers and other
customers with a significant established user base. The combined company will
offer its cloud storage services with all data being stored safely in Norway.
The combination of Jotta and TSL gives a robust foundation to develop attractive
and forward-looking cloud storage services, strengthening the combined business
in terms of competence, safe data handling, product development, artificial
intelligence and infrastructure. The SJV will have over 2 million active users
and expects revenue of over 200 MNOK in 2025.

The SJV is acquiring Jotta for an enterprise value of 930 MNOK, implying an
EV/EBITDA (FY 2024) multiple of 16.6x. The SJV will have a combined enterprise
value of 1,500 MNOK. As part of the Transaction, HIS will receive a cash
settlement of approximately 360 MNOK from the SJV and a 50% ownership stake in
the SJV. The Transaction is supportive for the equity asset-backing in HIS and
will have an accretive effect on the leverage ratio in the group. In 2024, Jotta
delivered 101 MNOK in revenue, 56 MNOK in EBITDA, and 27 MNOK in free cash flow
before tax.

The Transaction marks an important milestone for HIS. The acquisition of Jotta
in 2016 was the first majority-owned SaaS investment made by HIS. Jotta has
evolved into a strong niche player within its domain, demonstrated by revenue
increasing around 300% coupled with improving profitability margins since HIS’
initial investment. The Transaction proves that HIS can crystallize values above
implied valuation levels, and it contributes to creating an industrially
stronger company within cloud storage services where HIS will remain an active
long-term shareholder.

As part of the Transaction, Jotta will cease to be a Material Group Company (as
defined under the HIS’s respective Bond Terms) and hence cease to be an obligor
and guarantor in respect of the outstanding bonds issued by HIS. The SJV will
not be consolidated into HIS’ financial accounts. HIS has established a new
subsidiary, SH Int AS, that will replace Jotta’s role as “OpCo” (as defined
under the HIS’s respective Bond Terms) and acquire all direct and indirect
subsidiaries currently owned by Jotta prior to closing of the Transaction.

The net cash proceeds from the Transaction are expected to be used for
identified M&A opportunities and general corporate purposes.

The Transaction is subject to approval from the competition authorities in
Norway and is expected to close during Q2 2025.

For further information please contact:

Joakim Stavnes Karlsen
Chief Executive Officer
Tel: +47 483 88 583
E-mail: jk@hawk.no

Lars Fredrik Revling
Chief Financial Officer
Tel: +47 412 22 772
E-mail: lr@hawk.no

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