Hawk Infinity Software AS – completion of acquisitions and M&A phase, organic de-leveraging expected going forward, sale of Motiontech AS, name change

16 Jan 2026 11:23 CET

Hawk Infinity Software AS (“HIS”) has entered into agreements for and closed the
acquisitions of 100% of ExamCookie ApS (“ExamCookie”), 100% of Get Ideal
Holdings Limited (“FatJoe”), 100% of Clastify Sp. z o.o. (”Clastify”), and 100%
of Catfarm Music Group AB (“Catfarm”). The acquired companies will strengthen
HIS in terms of improving cash earnings, diversification and organic growth
prospects. Further details of the acquired entities are included below.

ExamCookie is a Danish software company providing solutions for monitoring exams
and tests to avoid cheating. The software is used by more than 300 Danish
schools, with more than 140,000 students.

FatJoe is a UK-based digital marketing technology and service provider that
stands out for its innovative use of automated technology to enhance SEO and
content marketing services. Founded in 2013, the company has developed a suite
of proprietary tools designed to streamline and optimize the process of link
building, content creation, and SEO management.

Clastify is a leading educational platform designed to support International
Baccalaureate (IB) students by providing access to high-quality content and
top-class review services. Clastify was founded in 2022 in Warsaw, Poland and is
used by IB students around the world.

Catfarm is a Swedish digital music service provider and owner established in
2010 that targets B2B partnerships with digital streaming providers and
distributors of music. Catfarm addresses niches such as mood music with its
service offering that have been growing more than the general music industry
over the last decade.

The acquired companies have a combined LTM pro forma EBITDA of NOK 218m as of
Nov-2025, with strong underlying year-over-year growth on top line and bottom
line. The acquired companies will have an accretive effect on the pro-forma
EBITDA margin and EBITDA cash conversion of the group.

The acquisitions were closed at an upfront enterprise value of NOK 1,290m. 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 >90% of the contingent consideration can be
settled in shares in the parent company of HIS. The acquisitions have been
funded by available liquidity, release from the escrow account and an equity
issue in HIS towards Hawk Infinity AS.

The completion of these M&A transactions marks an important milestone for the
company. Since 2020, HIS has completed acquisitions of a total of 44 operating
software-related B2B businesses with strong track record of organic growth and
cash flow profitability in the Nordics and Europe. The last part of the proceeds
from the bond tap issue in Oct-2025 has been utilized in connection with the
announced acquisitions.

The primary focus of the group will now be on organic development, de-leveraging
and positioning the group for a successful debt refinancing. The M&A activity
going forward is expected to be financed from the operating cash flow of the
group, and such M&A activity is expected to be limited. However, HIS may
complete one specific M&A opportunity using available liquidity during the
coming weeks.

Following the completion of the M&A transactions, HIS will have a pro-forma LTM
EBITDA per Nov-2025 of approx. NOK 1.1bn, EBITDA cash conversion of approx. 90%,
and a Senior NIBD / LTM EBITDA of approx. 4.4x. More details will be provided in
the Q4 2025 quarterly report which is expected to be published in the second
half of February 2026.

HIS has also entered into an agreement to sell its 80% stake in Motiontech AS
together with the minority shareholder of 20% to an affiliated company in the
parent Hawk Infinity AS. The background for the sale is that Motiontech
currently is somewhat sub-scale and will merge with another similar software
business owned by Hawk Infinity AS. The 80% stake in Motiontech was acquired by
HIS for a total consideration of NOK 20.6m in Oct-2024 (55% stake) and Jul-25
(25% stake) with FY 2024 EBITDA of NOK 5.0m. The 80% stake will be sold by HIS
for a cash consideration of approx. NOK 29m, and the LTM EBITDA of the company
as of Nov-2025 was NOK 4.8m.

HIS has decided to change its name from Hawk Infinity Software AS to Snowball
Software Group AS. The primary reason for the name change is that there has
historically been some confusion between HIS and the parent company Hawk
Infinity AS. The name change is expected to be registered in the Norwegian
Business Register shortly.

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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