The Management Board of Summa Linguae Technologies S.A. based in Krakow (“Company”) hereby announces that on 15 December 2021, the Company concluded an agreement on the purchase of shares (“Agreement”) in Datamundi BV based in Linter, Belgium, (“Datamundi”) with all shareholders of Datamundi (“Sellers”).
In accordance with the Agreement, the Company will purchase from the Sellers a total of 150 (one hundred and fifty) shares representing 100% of the share capital of Datamundi (“Shares”).
The total price for the shares is EUR 3,500,000 (PLN 16,170,000.00 at the average NBP exchange rate as at 15 December 2021, i.e. EUR 1 = PLN 4.62) (“Price”). Part of the Price in the amount of EUR 3,000,000 (PLN 13,860,000.00 at the average NBP exchange rate as at 15 December 2021, i.e. EUR 1 = PLN 4.62) will be paid by the Company by 3 January 2022 by a bank transfer to the Sellers’ account. The remaining part of the Price, i.e. EUR 500,000 (PLN 2,310,000.00 at the average NBP exchange rate as at 15 December 2021, i.e. EUR 1 = PLN 4.62) is to be paid within one calendar year from the date of purchase of the Shares. Besides the Price payment, in consideration for the Shares, the Company will offer one of the Sellers to take up 375,000 shares in the Company (“New Shares”) for the total amount equivalent to the par value of the New Shares (i.e. PLN 0.10 for one New Share). The Company announced the issue of New Shares in its Current EBI Report 24/2021 of 23 August 2021.
In the Agreement, the Company incorporated a standard representation regarding its status and the capacity to conclude the Agreement.
The Shares will be purchased with funds from the issue of the Company’s new shares, announced by the Company in its Current EBI Report 24/2021 of 23 August 2021. The Company announced the conclusion of heads of terms regarding the acquisition of Datamundi in its Current ESPI Report 19/2021 of 26 July 2021.
Datamundi provides data collection and annotation services, mainly for the purposes of developing products deploying natural language processing (NLP) algorithms.
In accordance with information provided to the Company, Datamundi estimates its revenue for the whole 2021 at approx. EUR 2,000,000.00 (PLN 9,240,000.00 at the average NBP exchange rate as at 15 December 2021, i.e. EUR 1 = PLN 4.62) and its adjusted EBITDA at approx. EUR 1,100,000.00 (PLN 5,082,000.00 at the average exchange rate of EUR 1 = PLN 4.62). The financial highlights reported by Datamundi are estimated ones and as at the date of this Current Report they have not been audited.
The Agreement is a material one as the acquisition of Datamuti is in line with the Company’s strategy of building a global company providing technological solutions for data processing and management in multiple languages.
The Agreement also meets the material agreement criterion, as the price of the Shares purchased meets the materiality criterion defined in the updated Disclosure Policy of the Company, published in Current ESPI Report 3/2020 on 9 January 2020 (“Disclosure Policy”). The Shares have been recognized as “Material Assets” within the meaning of the Disclosure Policy.
The Company’s representatives,
Krzysztof Zdanowski, CEO