Mercell Holding – successful completion of private placement and bond issue

Terje Mercell

Mercell Holding AS (“Mercell”) has raised approximately NOK 1,300 million through a private placement. The placement received strong interest from high quality institutional investors in the Nordics and internationally. Mercell also issued a bond of SEK 1,100 million. Viking Venture is lead investor and the largest shareholder in Mercell.

Mercell intends to use the net proceeds from the private placement and the bond to finance the acquisition of all outstanding shares in Visma Commerce for an enterprise value of SEK 2,000 million.

The acquisition represents a major step forward in Mercell’s strategy to become the leading European provider of public e-tendering and e-procurement software. The transaction is expected to be closed during the fourth quarter of 2020.

The combined businesses will together form one of the leading providers of public e-tendering solutions in Europe with an annual recurring revenue (ARR) of NOK 534 million as of third quarter of 2020, with pro forma revenue of NOK 526 million and adjusted pro forma EBITDA of NOK 154 million for the last twelve months up to and including the third quarter of 2020.

– Through this acquisition Mercell establishes a strong position in the Swedish market and a stronger platform for European expansion. We are two highly complementary businesses in terms of customers, products and market presence, and will provide additional customer value through the broadening of our reach and distribution. We significantly strengthen our offering for cross border tender processes, and increased economies of scale will allow us to further accelerate innovation and product development, says CEO of Mercell, Terje Wibe.

Visma Commerce is the Swedish market leading public procurement information and monitoring software. The company was founded in 1999 and has been a part of Visma since 2010.

The Transaction includes the two cloud-based software divisions Opic and TendSign, catering to suppliers and buyers in the pre-award segment, respectively. ARR amounted to NOK 196 million at the end of the third quarter of 2020, with revenue of NOK 198 million and adjusted EBITDA of NOK 98 million, corresponding to an EBITDA-margin of 49 per cent for the last twelve months up to and including the third quarter of 2020. The post-award solution, Proceedo, will be carved out and is not a part of the Transaction (not included in the financial figures presented above).

Mercell is a leading provider of public e-tendering services in Europe. Mercell’s software solutions enable buyers to comply with EU regulations which requires that all public tenders above certain thresholds are published through e-tendering platforms. In addition, the solutions ensure that suppliers are notified of all relevant tenders. Mercell has recently expanded its offering through M&A to include online procurement solutions to public and private customers.

– We are now establishing an efficient platform for further growth in Europe, and we will be able to provide an even better offering to our customers. Near term annual synergies are estimated to be approximately NOK 20 million, and long-term annual synergies are expected to exceed NOK 100 million, says CFO of Mercell, Fredrik Eeg.

After completion, Mercell will operate as a customer-focused and technology-driven provider of SaaS solutions for the European market. Mercell will have close to 420 employees and a client base of approximately 29,000 customers.

– Strengthening Mercell’s international footprint has been the board’s strategy from the beginning. The acquisition of Visma Commerce is an important step in becoming the leading provider of public e-tendering and e-procurement software in Europe, continues Partner at Viking Venture and Chairman of the board at Mercell, Joar Welde.