Efecte Oy (HLSE:EFECTE) made a voluntary cash offer to acquire InteliWISE S.A. (WSE : ITL) for PLN 27.4 million on May 27, 2022. The offer price is PLN 3.99 cash per share. The acquisition will be financed fully by cash and Efecte is exploring an opportunity to raise financial loans of up to PLN 9.14 million at a later stage of the process to support financing the transaction. Efecte has on July 1, 2022 concluded agreements with a major Finnish bank for a loan in the maximum amount of PLN 9.15 million for the financing of the InteliWISE transaction. The financial loan is secured and will be raised in two tranches, the first one of which in the amount of PLN 8.23 million is planned to be raised during July 2022 and the second one in the amount of PLN 0.92 million upon the squeeze-out of the remaining shareholders. Approximately PLN 4.12 million of the loan is paid in equal quarterly installments from September 2022 until June 2026 and the remaining PLN 5.03 million in one installment in June 2026. Efecte may also pay the loan back earlier. InteliWISE's team of 49 professionals will join Efecte. The largest shareholders of Inteliwise representing approximately 66.3% of all shares have irrevocably undertaken to accept the voluntary tender offer. The offer is conditional upon the acceptance of minimum of 95% of shares in InteliWISE. Efecte may in its discretion also decide to conclude the transaction even if it does not reach the minimum threshold of 95%. The offer is subject to approval by the Board of of Efecte, Polish law and applicable rules in Poland. The offer period will start on May 30, 2022 and end on June 29, 2022. Building on sales and other synergies, the EPS impact of the planned acquisition would become positive towards the end of 2023. As of June 30, 2022, Efecte completes the offer for 6,1752,44 shares or 90.03% of shares in InteliWISE, which deems sufficient to be able to complete the transaction successfully. However, a one-time extension until July 6, 2022 to allow more shareholders to tender their shares as Efecte plans to delist InteliWISE and squeeze out remaining shareholders during H2/2022. If after the Extension Period, the total aggregate number of tenders is less than 95% of shares and votes in InteliWISE,?Efecte intends to announce a new formal delisting tender offer for all remaining shares in InteliWISE and does not intend to raise the price from the PLN 3.99 level. The completion of the transaction will have a positive impact on Efecte's SaaS net sales and SaaS growth in 2022.

The Board of Directors of Efecte has on July 6, 2022 resolved on the directed share issue to the CEO and CTO as well as the largest shareholder of InteliWISE, based on the authorization granted to the Board of Directors by the Annual General Meeting, wherein Efecte will issue a total maximum of 111,801 new shares, with the share issue, Efecte seeks to retain the said key persons post acquisition and align their interests towards successful integration. Sisu Partners Oy acts as the financial advisor and Domanski Zakrzewski Palinka as the legal advisor of Efecte. CC Group acted as financial advisor and CDZ Chajec i Wspólnicy acted as legal advisor of InteliWISE.