Hawk Infinity Software AS – Agreements on Acquisitions

05 Jun 2025 08:21 CEST

Hawk Infinity Software AS (“HIS”) has entered into agreements for the
acquisition of 100% of Satvision Software AS (“Satvision”), 51% of Synega AS
(“Synega”), 90.1% of EM Systemer AS (“EM Systemer”), 100% of Robolabs UAB
(“RoboLabs”), 95% of WhiteBit UAB (“Whitebit”) and 100% of UCS Baltic UAB / SIA
UCS (“UCS”).

Satvision Software is a Norwegian provider of industrial software solutions
focused on supporting plant operators in demanding environments. The company’s
flagship product, SATOS, is a cloud-based solution for managing operational
procedures with precision, consistency, and control. SATOS helps to ensure safe
and efficient execution of daily operations—digitally and in real time. The
company has a blue-chip customer base which has validated Satvision’s
technological and customer value propositions. Satvision is based in Oslo,
Norway.

Synega is a Norwegian software and professional services company founded in
2014. Their proprietary software platform enables online delivery of accounting
services including bookkeeping, payroll management, bank reconciliation, VAT
submissions, tax returns and annual accounts throughout Norway. The company's
digital-first approach allows them to serve clients across Norway while
maintaining the specialized local expertise required for Norwegian regulatory
compliance, demonstrating how traditional professional services can be
transformed through technology platforms.

EM Systemer is a Norwegian company providing building automation systems (BAS)
with a software management system for energy-efficient control of technical
systems in buildings. The company was founded in 1992 and is headquartered in
Bergen, with branches in Oslo and Trondheim, as well as a nationwide dealer
network. Their proprietary SaaS system, “EM Portalen”, enables monitoring and
control of heating, ventilation, lighting, focusing on energy efficiency and
user-friendliness. EM Systemer also provides services in energy monitoring,
maintenance, and has delivered over 3,500 systems across Norway.

RoboLabs is a Lithuanian fintech company that provides modern accounting,
document processing and business analytics services through their proprietary
“ROBO” software platform, which digitizes traditional accounting processes,
integrates various IT systems to make accounting data more accurate and
timelier, and utilize artificial intelligence to continuously develop the
fintech and accounting sector. Founded in 2016, the company serves businesses
across major Lithuanian cities including Vilnius, Kaunas, Klaipeda and
throughout Lithuania.

WhiteBit, established in 2017 in Lithuania, is a leading integrator of IT
networks, cyber security, and virtualization solutions. Partnering with leading
global solution suppliers, the Company provides design, installation, and
maintenance of mission-critical IT infrastructure in public and private sectors,
services key institutions and the largest enterprises from the government,
defense, telecommunication, energy & utility, financial, and retail sectors. The
company’s very stable and highly experienced team has built WhiteBit’s position
as a preferred partner for large and complex IT networking and security
solutions. The company has delivered impressive financial performance and has a
solid foundation for a continued long-term profitable growth. The completion of
the transaction is pending approvals from the Competition Council and the
Commission for the Coordination of Protection of Objects Important for Ensuring
National Security.

UCS, established in Lithuania in 1999 and in Latvia in 2005, deliver and
maintain specialized accounting and management systems for businesses in the
food service, hospitality, wellness, and entertainment sectors. The companies’
product portfolio includes point-of-sale system for restaurants, mobile cash
register systems for small businesses, hotel management systems, and management
systems for wellness and entertainment venues. The company also implements a
non-formal education accounting system for municipalities and the UPAY system
for contactless payments using student ID cards. During decades of dedicated
work, the company has grown steadily and evolved into a qualified solutions
developer, recognized and valued in Baltic hospitality sector. This is also
visible in a stable and improving financial performance with strong prospects
for continued profitable growth.

The companies to be acquired have a combined LTM pro forma EBITDA of NOK 125m as
of April 2025, with strong underlying year-over-year growth on top line and
bottom line. The acquisitions are closed at an upfront enterprise value of NOK
623m. A limited additional contingent consideration will be granted for some of
the acquisitions if certain relatively ambitious free cash flow growth targets
are met over the coming years, and where a substantial portion of the contingent
consideration can be settled in shares in the parent company of HIS.

EM Systemer and Robolabs have been acquired from affiliated companies of HIS.
The rationale for the transactions is that both companies have a strong
strategic fit with existing companies in HIS within software solutions for real
estate (EM Systemer and its overlap with FDVHuset and Curotech) and accounting
software (Robolabs and its overlap with Regla and Synega). As required in the
bond terms for M&A with affiliates, the purchase price for both companies have
been set at the identical price that was paid in the original acquisitions. EM
Systemer and Robolabs were originally acquired by affiliate companies of HIS in
April 2024 and June 2024 respectively. Both companies have had a strong
development since the acquisitions with EM Systemer increasing its LTM EBITDA by
53% and Robolabs increasing its LTM EBITDA by 19%, coupled with improved EBITDA
cash conversion for both entities.

The acquisitions will be funded by available liquidity, release from the escrow
account and an equity issue in HIS towards Hawk Infinity AS.

The transactions are expected to be completed within end-June 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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