News Tag: mfn-ext-nq-company-announcement

Lemonsoft Oyj acquires the entire share capital of Atmotics Oy, a software company focused on maintenance and field service management. With the acquisition, Lemonsoft strengthens its offering for industrial manufacturing customers and will offer more possibilities to streamline their business processes. Lemonsoft Oyj and Atmotics Oy’s owners have signed the share purchase agreement on 17 June 2024 and the transaction is expected to be completed on 1 July 2024.

Atmotics Oy’s product Spotilla offers a comprehensive cloud-based software solution for maintenance and field service management. Spotilla’s platform allows companies to manage tasks such as work orders, preventive maintenance and asset management through mobile and web interfaces. With features like real-time data access, automated workflows, and user-friendly mobile applications, Spotilla is helping its close to 200 SME customers to streamline maintenance activities and improve overall productivity. Atmotics Oy employs a total of 8 experts in its office in Vantaa.

The net sales of Atmotics Oy, according to Finnish accounting standards (FAS), for the period 1 January 2023 – 31 December 2023 was approximately EUR 0.7 million, EBIT 7% of net sales and balance sheet total EUR 0.3 million. At the time of signing the transaction, Atmotics Oy’s contract-based annual recurring revenue (ARR) was EUR 0.8 million. In 2023, over 80% of the group’s net sales was recurring. The acquisition doesn’t affect Lemonsoft Oyj:s profit forecast for 2024.

Atmotics will be reported as part of Lemonsoft Group as of the completion of the transaction, expected on 1 July 2024. The current management and shareholders Harri Wahlroos and Lauri Kelahaara will continue to work for Atmotics, and Harri Wahlroos will continue as CEO.

The purchase price for the share capital of Atmotics Oy is EUR 2.2 million and the net debt-free enterprise value is EUR 2.0 million. The purchase price will be paid fully in cash at closing and will be financed with a bank loan. In addition, the parties have agreed on an additional purchase price for 2025-2027, which will be based on the company's Rule of 40 (revenue growth-% + EBIT-%) figure for each fiscal year. The additional purchase price amounts to a maximum of EUR 1.25 million, and if realized, will be paid fully in cash.

”Spotilla’s comprehensive cloud-based solution for maintenance and field service management aligns perfectly with our strategic goal to enhance our offering towards our industrial manufacturing customers. Equipment maintenance and after-sales service is an important part of our manufacturing customers’ business and operations and we are thrilled to be able to offer a modern solution designed directly for this purpose. This acquisition not only broadens our software offering but also brings us a wide range of industrial customers combined with an excellent team. I warmly welcome the entire Spotilla team to Lemonsoft”, comments Kari Joki-Hollanti, CEO of Lemonsoft Oyj

”We have worked hard on developing a focused product for maintenance and field service for the past few years. Our team has solid expertise in developing maintenance operations. We particularly focus on the product’s ease of use and the ability to provide tangible benefits to our customers' operations. Cooperation with Lemonsoft allows us access to a large customer base that fits perfectly with our growth ambitions ”, continues Harri Wahlroos, CEO of Atmotics Oy

Lemonsoft Oyj
Board of Directors

Lemonsoft Oyj has received a notification according to Chapter 9, Section 5 of the Securities Market Act, according to which the total number of Lemonsoft shares owned directly or indirectly by Kari Joki-Hollanti exceeds the threshold of twenty-five (25) percent on November 17, 2021.

The notification is based on the amendment to the Securities Market Act effective April 19, 2024, requiring shareholders to notify the target company and the Financial Supervisory Authority of their ownership and voting shares no later than two months after the enactment of this law if the shareholder's stake in the target company is at least five percent at the time the law takes effect and such share has not been previously disclosed.

Notified details of the resulting situation on the date on which the threshold was crossed:

A: Shares and voting rights

The Board of Directors of Lemonsoft Oyj and Jan-Erik Lindfors have mutually agreed that Lindfors will leave the role as CEO with immediate effect. The Board of Directors has initiated the search for a new CEO.

The Board of Directors of Lemonsoft Oyj has appointed the founder of Lemonsoft Oyj and the group’s Development Director Kari Joki-Hollanti as the interim CEO. He will commence in this position with immediate effect. In addition to the role as interim CEO, Joki-Hollanti will also continue in the role as Development Director.

Further information

Kari Joki-Hollanti
Interim CEO
kari.joki-hollanti@lemonsoft.fi
+358 44 730 9271

Alpo Luostarinen
Director, M&A and IR
alpo.luostarinen@lemonsoft.fi
+358 50 911 3507

Certified Adviser:
Aktia Alexander Corporate Finance Oy, +358 50 520 4098

About us

Lemonsoft is a Finnish software company that designs, develops and sells ERP software solutions to streamline its customers’ processes across different business lines and administration. The extensive offering of software solutions and related services enables the Company to provide its customers with holistic service. The Company’s standardised and scalable software solutions are delivered mainly from the cloud and are based on the SaaS model in which customers pay a monthly service fee for the use of the software. The Company operates in the ERP software market in Finland primarily as a service provider for SMEs. The Company’s customer base consists of customers from especially industrial manufacturing, wholesale and retail, professional services automation, construction and accounting.

Lemonsoft Oyj strengthens its management team in key areas as of March 25, 2024. Marjaana Murtomaa (Chief HR Officer) and Riku Åkerblom (Chief Delivery Officer) have been appointed as new members of the management team. Murtomaa and Åkerblom will start working for Lemonsoft and as members of the management team on March 25, 2024.

The updated management team consists of the following people and roles:

Jan-Erik Lindfors, Chief Executive Officer
Mari Erkkilä, Chief Financial Officer
Kari Joki-Hollanti, Chief Product Officer
Pauli Siirtola, Director, Product management
Alpo Luostarinen, Director, M&A and Investor Relations
Marjaana Murtomaa, Chief HR Officer
Riku Åkerblom, Chief Delivery Officer

“I’m happy to welcome Marjaana and Riku as new members of the Lemonsoft management team! They are both experienced professionals with a passion for developing people, delivering B2B software solutions and have a track-record of helping customers improve their business. I believe they fit well into our entrepreneurial culture and will contribute to our continued profitable growth. As a company we need to be lean, fast and collaborative while delivering with quality and reliability towards our customers. Strengthening our organisation’s HR capabilities and our customer delivery capabilities is a key part of this!”, comments Jan-Erik Lindfors, CEO of Lemonsoft Oyj.

In her role as Chief HR Officer, Marjaana Murtomaa is responsible for Lemonsoft’s HR strategy, policies and operations as well as developing Lemonsoft’s organizational culture. Marjaana has extensive experience in HR operations in the software and SaaS industry ranging from organizational design and scaling up operations to developing and deploying and managing HR processes.

In his role as Chief Delivery Officer, Riku Åkerblom is responsible for Lemonsoft’s customer success, customer deliveries and customer support as well as developing the company’s professional services offering. Previously, Riku worked at Sympa Oy as VP, Services and has over 15 years’ experience from customer delivery and scaling up SaaS businesses in the Nordics and in Europe.

The Board of Directors of Lemonsoft Oyj has resolved to establish a new share-based incentive plan for the selected key employees of the company. The aim of the new plan is to align the objectives of the shareholders and the key employees in order to increase the value of the company in the long-term, to encourage the management to personally invest in the company’s shares, to retain the target group at the company, and to offer them a competitive incentive plan in which the participants may earn shares as a reward for performance and their personal investment.

The new Performance Matching Share Plan 2024–2028 includes three performance periods, covering financial years 2024–2026, 2025–2027 and 2026–2028. The Board will decide annually on the commencement and details of a performance period. The prerequisite for participation in the plan and receiving the reward is that the person allocates freely transferable Lemonsoft Oyj shares held by him or her to the plan or acquires the company’s shares in a number determined by the Board.

The rewards from the plan will be paid partly in the company’s shares and partly in cash. The rewards will be paid by the end of May in the year following the end of the performance period. The cash proportion is intended for covering taxes and tax-related costs arising from the reward to the participant. In general, no reward will be paid if a participant’s employment or service in the group ends before the reward payment.

The performance criterion in the first performance period 2024–2026 is the Total Shareholder Return of the company’s share (TSR). The achievement of the required TSR levels will determine the proportion out of the maximum reward that will be paid to a participant. The target group of the plan consists of 4 persons (the CEO and three members of the Management Team). The gross rewards from the first performance period 2024–2026 correspond to the value of an approximate maximum total of 77,000 Lemonsoft Oyj shares, including the proportion to be paid in cash. The final number of shares depends on the number of shares acquired by participants and the achievement of the TSR levels. The reward to be paid on the basis of Plan will be capped if the limits set by the Board for the payable reward from the performance period 2024–2026 are reached.