Cognosec AB (Publ)

Cognosec completes acquisition of ITWAY's Cyber Security Value Added Distributor interests in Turkey and Greece

PRESS RELEASE                           

London & Ravenna, 20^th June 2018

Cognosec completes acquisition of ITWAY's Cyber Security Value Added Distributor interests

in Turkey and Greece

 

• Cognosec acquires 100% of ITWAY HELLAS SL SA & ITWAY TURKYIE LTD
• ITWAY Turkey and Greece dominate cyber product distribution markets.
• ITWAY Turkey and Greece revenues in 2017 were €26m^* with EBITDA of €1.9m^*
• Consideration of EUR10m comprises EUR2m cash and EUR8m value in Cognosec shares satisfied by the issue of 16,666,666 shares at €0.48.
  

Cognosec AB (publ) ("Cognosec"), (Nasdaq:COGS OTCQX:CYBNY), a leading provider  of cyber security resilience with operations in Europe, Africa and the Middle East, signs Share Sale and Purchase Agreement ("SPA") with ITWAY S.p.A. ("ITWAY"), a public company listed on the stock exchange managed by Borsa Italiana S.p.A. ("ITW.MI"), to acquire its Turkish and Greek cyber security product Value Added Distributors, subject to usual closing conditions.

 

Cognosec today announces the signing of a SPA related to the acquisition by Cognosec AB of 100% of the shares in ITWAY HELLAS SL SA & ITWAY TURKYIE LTD with aggregate revenues in 2017 of €26m* and EBITDA of €1.9m resulting in a Cognosec AB combined 2017 pro-forma revenue basis of €44m*

 

The total consideration payable by Cognosec for the transaction is €10m consisting of €2m in cash with the balance made up of €8m in Cognosec AB new issue shares. The share consideration will be satisfied by the issue of 16,666,666 new shares resulting in 278,958,409 issued shares from 262,291,743 previously and a dilution of 6.35%. No external debt has been required to complete this transaction.

 

The sale by ITWAY of the Value Added Distribution (VAD) businesses in Greece and Turkey completes the divestment programme of their VAD businesses. The Greek business, headquartered in Halandri, Athens, is the sole distributor for market-leading cyber brands including Check Point, RSA & McAfee and generated around 30% of the combined businesses' revenues in the last financial year. The Turkish business, headquartered in Istanbul, Turkey, generates around 70% of the combined businesses' revenues and counts CyberArk, Algosec and Rapid7 amongst its sole distributor relationships. Between them, the businesses employ 23 full time personnel. Both organisations have evidenced strong growth records in their respective geography and are both profitable and balance sheet positive.