Xplora acquires its Nordic distributor and MVNO to accelerate growth and new revenue streams

Oslo, March 25, 2021: Xplora Technologies AS (“Xplora”) has entered into an agreement to acquire its Nordic distributor and MVNO, Xplora Mobile AS (“XM“), in order to set the stage for accelerated revenue growth within kids smart watches, mobile subscriptions and premium services.

Xplora Technologies, the leading provider of smartwatches for kids, today announced the acquisition of XM. XM, previously known as Pepcall Mobile AS, is a highly successful mobile virtual network operator (MVNO) and an exclusive distributor of Xplora´s products and services in the Nordics, with 78k subscribers in Norway, Sweden, Finland and Denmark as of February 2021, up from 42k subscribers at y/e 2019.

Xplora posted record high 2020-sales of NOK 200 million and has strong growth ambitions both through further growth in smartwatch sales, in addition to launching connectivity, premium subscription services and licensing models. In preparation for launching premium services and the introduction of mobile subscriptions in the second half of 2021, the acquisition of XM gives access to a platform of 78k monthly subscribers to accelerate these plans.

«With this acquisition we can quickly establish new recurring revenue streams (ARR) from a large and profitable customer base in the Nordics. The two companies have a long history of close collaboration and there are strong synergies between us. We can leverage on this by launching new premium services to the mobile subscriber base and seek to extend our offering and value proposition to XM´s partners. The acquisition will provide us with important learnings and insight to build internal competence for the upcoming launch of mobile subscriptions and premium services on the global market», says Sten Kirkbak, CEO of Xplora Technologies.

Xplora is acquiring 100 % of the shares in Xplora Mobile Holding AS, being the sole owner of XM, for a consideration reflecting an enterprise value (EV) of NOK 226,802,000 on a cash and debt-free basis, in addition to a performance-based element of up to NOK 20,000,000 dependent on certain EBITDA and cash flow targets for 2021. The initial consideration will be settled in a combination of cash (37 %) and Xplora shares (63 %), with the performance-based element in cash. On closing of the transaction, Xplora shall pay an amount of NOK 80,304,940 in cash and NOK 138,796,739 in Xplora shares at a subscription price of NOK 45.87. Certain of the sellers have accepted lock-up obligations on the consideration shares until finalization of the full year management accounts for 2021. The transaction is contemplated to close during Q2 2021 and is subject to customary conditions and an authorization from Xplora’s general meeting for issuance of the consideration shares.

2020 XM group sales (unaudited) were NOK 160m (+168%) with reported EBITDA NOK 4.8m. XM group recurring subscription revenues were NOK 60m in 2020 (+119%). The company has ambitious targets of more than NOK 100m in recurring subscription revenues in 2021. YTD 2021 XM group sales (as of February) reached 24.5m, +80% y/y with reported EBITDA of NOK 4.9m (20% margin).

«The acquisition will add significantly to our 2021 earnings. XM will be an accretive addition to Xplora´s business model with a rapidly growing subscriber base with strong and improving underlying profitability. Further, we expect XM to accelerate the adoption of our new premium service offerings such as Xplora Pay and Xplora Arcade in 2021, key earnings and margin drivers for Xplora going forward. This complements our strategy of generating a significant share of sales and earnings from services and subscriptions, says Mikael Clement, CFO of Xplora Technologies.

«We are thrilled to be part of the Xplora Technologies team, to leverage on the strength of the joint offerings and eager to roll out new exciting premium services to our large and growing subscriber base. We know each other well from years of collaboration, and are confident that the combination of our innovative, opportunistic and ambitious teams will create magic together, says Kjetil Fennefoss, CEO of Xplora Mobile».

Disclaimer

The information included in this announcement is defined as inside information pursuant to Regulation EU 596/2014 (MAR) article 7 and is publicly disclosed in accordance with MAR article 17. The announcement is made by the contact persons.

For further information please contact:

Sten Kirkbak, CEO +47 922 03 710

Mikael Clement, CFO +47 990 08 000

About Xplora Technologies AS:

Xplora is a platform and services company and an industry leader in the market for children’s smartwatches. Xplora was founded to give children a safe onboarding to the digital life and a better balance between screen time and physical activity. Xplora’s vision is to enable children around the world to experience how their everyday activities can create value and make a positive change to the world. The company is headquartered in Norway with operations in leading European markets. Xplora is listed on Euronext Growth under the ticker symbol XPLRA.

About Xplora Mobile AS:

Previously known as Pepcall AS, founded in 2014 as a mobile virtual network operator (MVNO) initially launching traditional mobile connectivity on the Telenor Network. Xplora Mobile became an exclusive distributor of Xplora products and services in 2016 and changed name to Xplora Mobile under agreement with Xplora Technologies AS in 2018 to focus solely on selling Xplora products and services in the Nordic markets.

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Xplora acquires its Nordic distributor and MVNO to accelerate growth and new revenue streams

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