Admicom Oyj's subsidiary Tocoman Oy has completed the acquisition of Bauhub OÜ and Admicom Oyj has decided on a directed share issue as part of the acquisition

Unofficial translation of the company release on December 12, 2024 at 10:05 p.m. EET. In case the document differs from the original, the Finnish version prevails.

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Admicom Oyj's (”Admicom”, ”Yhtiö”) subsidiary Tocoman Oy has completed the acquisition of Bauhub OÜ ("Bauhub") announced on December 3, 2024, and Admicom's Board of Directors also decided, as part of the acquisition, on a directed share issue to companies owned by Bauhub's operative founding shareholders and key personnel, Teet Parts, Marko Leek and Henri Trees. Bauhub will become part of the Admicom Group as of December 12, 2024.

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Strategically, the acquisition expands Admicom's international growth opportunities and market potential, strengthens the Company's value proposition for customers, and enhances cross-selling and upselling opportunities in existing target markets. The acquisition is also well aligned with Admicom's ongoing strategic initiative to consolidate and integrate the Group's software into two stronger entities: ERP solutions and project management solutions

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In accordance with the terms and conditions of the purchase agreement, Admicom's Board of Directors decided to offer 18,867 new Admicom’s shares for subscription at a subscription price of EUR 47.70 per share, which corresponds to the volume-weighted average trading price of the Company's share on Nasdaq First North Growth Market Finland between 2.11.-2.12.2024. The Estonian companies OÜ Uus Kuu, Pallene OÜ and Terasaju OÜ owned by Bauhub's operative founding shareholders have subscribed for all the shares offered to them in the share issue.

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After the registration of the directed issue, the total number of Admicom shares will increase to 5,007,852 shares. The number of new shares corresponds to approximately 0.38 per cent of the Company's share capital after the directed share issue. The Company has a weighty financial reason for deviating from the shareholders' pre-emptive subscription right in order to ensure the commitment of key personnel, the growth and development of business operations, the implementation of transaction, and partial financing of it. The sellers have committed to restrictions on the transfer of Admicom's shares (Lock-up), whereby the restrictions on the sale of shares will be fully released no later than three years after the subscription of the shares.

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The decision on the directed share issue was based on the share issue authorization granted to the Board of Directors by Admicom's Annual General Meeting on March 19, 2024. The shares are estimated to be registered with the Trade Register on December 14, 2024. The shares will be admitted to trading on Nasdaq First North Growth Market Finland maintained by Nasdaq Helsinki Ltd on approximately December 17, 2024, following their registration in the Trade Register.

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Admicom Oyj
BOARD OF DIRECTORS

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Additional information:

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Satu Helamo
Interim CEO
satu.helamo@admicom.com
+358 45 633 7710

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Certified advisor:
Oaklins Finland Ltd
+358 09 612 9670

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