Triton Fund V (”Triton”) submitted, at 07.00 CET this morning, through its wholly-owned subsidiary Goldcup 25969 AB (under name change to Trisall AB) (“Trisall”), a public takeover bid to the shareholders of HiQ International AB (publ) (“HiQ”) to transfer all of the shares in HiQ to Trisall (the “Offer”).

The offer in brief according to the statement from Triton:

• Trisall will pay SEK 70 in cash for each share in HiQ.(1) The total offer amounts to c. SEK 3,909 million.(2)
• The Offer does not include warrants holder within the framework of HiQ’s Incentive Programme. Trisall has announced that after the completion of the Offer, it will work to ensure that warrant holders are given fair treatment outside the Offer.
• The offer implies a premium of:
  i. c. 25 percent compared to the closing price of SEK 55.90 and 27 percent compared to the volume weighted average share price of SEK 55.20 on Nasdaq Stockholm the 25 of August 2020 (which was the last day of trading prior to the Offer announcement);
  ii. c. 33 percent compared to the volume weighted average share price of SEK 52.82 during the last 30 days of trading prior to the Offer announcement;
  iii. c. 63 percent compared to the volume weighted average share price of SEK 42.84 during the last 180 days of trading prior to the Offer announcement; and
  iv. c.54 percent compared to the volume weighted average share price of SEK 45.40 during the last 360 days of trading prior to the Offer announcement.
• Triton’s indicative timeline:
  – Offer document published 9 September 2020
  – Acceptance period 10 September – 1 October 2020
  – Settlement 9 October 2020

Further information concerning the Offer on the bidder’s website: www.invest-to-lead.com

Advisors

The Board of Directors of HiQ has engaged Danske Bank as financial advisor and Setterwalls Advokatbyrå as legal advisor in relation to the Offer.

Statement from the Board of Directors

The Board, together with its advisors, will further evaluate the Offer that has been submitted and will thereafter publish its formal statement on the Offer as soon as possible, at the latest two weeks prior to the end of the acceptance period of the Offer.

This information is information that HiQ International AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at [08:59] CET.

(1) If HiQ, prior to the settlement of the Offer, pays any dividend or makes any other transfer of value to shareholders, the Offer Consideration will be adjusted accordingly.

(2) Based on 55,842,087 shares, corresponding to the total number of shares outstanding in HiQ.

Magnus Gudéhn, former Managing Director of HiQ’s subsidiary in Stockholm, takes over the role as MD of HiQ Skåne temporarily until a new MD is in place. "Magnus Gudéhn has been a leadership profile at HiQ since the start, and I feel confident that he will continue the great development we have in Skåne. We have started a recruitment process and I am very glad that Magnus takes over the helm until a new MD is in place", says Lars Stugemo, CEO and President of HiQ.

Magnus Gudéhn relocates to Malmö and takes over after HiQ Skåne’s former Managing Director Anna Kleine, who has decided to leave the company which has previously been communicated.

“I am truly motivated to continue to lead the fantastic development we have in Öresund. With an excellent team, bold customers and an exciting market, we will continue the great development in the region”, says Magnus Gudéhn.

HiQ has for more than 15 years successfully built a business in Öresund with its main location in Malmö. The company has gone from being focused on the telecom industry in Lund to spanning the entire HiQ service offering in tech, IT, integration and digital services together with large international companies as clients.

“I am extremely proud of the entire team in Skåne. Together we have built Öresund’s best team of engineers, developers, strategists and creators. With new management and together with our brave clients, we will continue to use technology development to build a simpler, better, more sustainable and more fun world,” says Lars Stugemo.

The Swedish Agency for Accessible Media (MTM) digital library, Legimus, needs to be rebuilt to create a better user experience. HiQ gets the assignment, via Frontwalker as a partner, to manage the entire journey from the user's perspective to the final web. "We are extremely proud to be entrusted with delivering on this important assignment and to improve the experience for people with the help of new digital solutions. We have built a good collaboration with MTM, delivering a platform that we jointly build on for the future," says Åsa Melvanius, Head of Region South at HiQ.

Net sales in the first six months amounted to SEK 917.8 million. Operating profit for the same period amounts to SEK 92.9 million. During the second quarter net sales amounts to SEK 439.4 million and the operating profit to SEK 38.3 million. Cash flow for the first six months amounts to SEK 171.5 million and liquid assets total SEK 340.6 million. This means that our financial position remains strong. We have a strong cash flow, good cost control, we are winning business and are positioned to win market shares.

JANUARY – JUNE 2020

Net sales total SEK 917.8 (965.5) million
Operating profit (EBIT) totals SEK 92.9 (98.6) million Operating margin total 10.1 (10.2) per cent
Pre-tax profit total SEK 91.5 (98.1*) million
Profit after tax total SEK 71.3 (95.1) million
Earnings per share, before dilution SEK 1.28 (1.70)
Cash flow from operations SEK 171.5 (137.3) million
Liquid assets increase to SEK 340.6 (110.3) million

• The comparative figures exclude a realisation gain of SEK 22.8 Mkr due to a divestment of a property during the same period 2019. For further information, please see page 16 in the enclosed interim report.

APRIL – JUNE 2020

Net sales total SEK 439.4 (477.2) million
Operating profit (EBIT) of SEK 38.3 (43.5) million Operating margin total 8.7 (9.1) per cent
Pre-tax profit total SEK 36.0 (43.4*) million
Profit after tax total SEK 27.8 (51.8) million
Earnings per share, before dilution SEK 0.50 (0.93)
Cash flow from operations SEK 112.2 (75.8) million
Liquid assets increase to SEK 340.6 (110.3) million

• The comparative figures exclude a realisation gain of SEK 22.8 Mkr due to a divestment of a property during the same period 2019. For further information, please see page 16 in the enclosed interim report.

SIGNIFICANT EVENTS DURING THE FIRST SIX MONTHS

Q2

HiQ signs new framework agreement with the Swedish Public Employment Service.
HiQ is selected by Gothenburg & Co to develop a digital knowledge hub for the tourism industry in Gothenburg.
HiQ wins several assignment within the public sector, including assignments for the Swedish Tax Agency, Norra Älvstranden, Government Offices, Swedish Association of Local Authorities and Regions, Rauma stad, Sitra, Veikkaus, Swedish eHealth Agency and Inera.
HiQ wins procurement for SMHI.
During the quarter HiQ FRENDS wins a total of 20 new clients, including Muncipality of Karlskrona, Pohjois-Karjalan Sähkö Oy, City of Järvenpää, Kiilto, Kotikatu, Nivos Oy, PP-laskenta, Recion, R-Kioski, Savon Voima Oy, City of Seinäjoki, Mico Botnia and White Arkitekter.
HiQ wins several new deals in the finance sector in Finland. For example around Robotic Process Automation, RPA, banking and wealth management, Sharepoint migration and multiple mobile solution support and development projects.
HiQ wins a gold in the European Design Awards for Metsä Group and a Webby Award for LEGO House.
HiQ starts collaboration with Finnish Savings Banks’ Union COOP.

Q1

HiQ lands new contract and ramps up partnership with Epiroc.
HiQ delivers several development teams to leading players in the telecoms industry.
HiQ wins several assignments in the public sector that include Västmanlands local public transport, Swedish Data Inspection Board, Swedish eHealth Agency, Mälardalen University, Swedish Tax Agency, Swedish Agency for Marine and Water Management, Swedish National Agency for Higher Vocational Education, Swedish Association of Local Authorities and Regions (SKR), Inera, Region Västra Götaland, and the cities of Helsinki, Seinäjoki and Järvenpää in Finland.
HiQ does business with leading e-commerce players in the Nordics.
HiQ initiates collaboration with major European consumer product company, delivering consulting services and FRENDS platform.
HiQ initiates collaboration with global pharmaceutical company, delivering consulting services and FRENDS platform.
HiQ initiates collaboration with leading Finnish energy company, delivering consulting services and FRENDS platform.
HiQ FRENDS wins 21 new customers during the quarter.
HiQ is chosen as digital agency by children’s cultural centre Funnys Äventyr in Malmö.
Johan Dozzi and Katarina Axelsson Lindgren are elected to HiQ’s Board.
HiQ as an employer is ranked as most attractive IT consulting company by market insight company Universum.

SIGNIFICANT EVENTS AFTER END OF THE REPORTING PERIOD

HiQ wins assignment for development of a global intranet for a leading industry group.
HiQ builds new website for the Swedish Data Protection Authority.
HiQ develops a new website for the Swedish Inheritance Fund.
HiQ develops a smart destination website for Eskilstuna

HiQ has developed visiteskilstuna.se for Destination Eskilstuna. It strengthens Eskiltuna’s attractiveness as a tourist destination for its residents, event arrangers and visitors. The aim was to create a mobile-friendly, easy-to-use and inspirational visitor site that generates a long-term increase in the number of visitors in and around Eskilstuna. “This is one project of many that we are working on for the tourism sector in Sweden. We are very happy that Eskilstuna has chosen us as their partner to make the region’s industrial culture available to as many people as possible,” says Lars Stugemo, President and CEO of HiQ.

The new website aims to help more people discover Eskilstuna. The site is mainly adapted for mobile use and contains inspiration, guides and tips that portray Eskilstuna as an environmentally smart industry town.

“Marketing destinations is a clear area in which there are great opportunities using digitalisation. Using digital technology, we help the tourism sector develop, as culture, tourist attractions and events also become more accessible for tourists from Sweden and abroad,” says Anders Nilsson, Managing Director of HiQ Mälardalen.

During development, the focus has been on creating functionality to automatically retrieve and present events, meeting places and conferences, based on the criteria determined by the editors. The site will also be given AI functionality later that will allow it to learn what type of information visitors consume, based on a number of variables such as season, weather, weekday and location.