DGAP-News: Brockhaus Technologies AG: Brockhaus Technologies successfully closes the acquisition of Bikeleasing

Brockhaus Technologies successfully closes the acquisition of Bikeleasing

- Acquisition of digital B2B platform Bikeleasing completed as planned

- Technology group expands by adding another company

- Financing without cash capital increase

Frankfurt am Main / Vellmar, November 30, 2021. Brockhaus Technologies AG (BKHT, ISIN: DE000A2GSU42), a long-term oriented technology group focused on acquiring high-margin and high-growth technology champions within the German Mittelstand, has successfully completed the acquisition of a majority interest in BLS Bikeleasing-Service GmbH & Co. KG (together with its affiliated companies jointly referred to as "Bikeleasing").

Following approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin"), Brockhaus Technologies has today closed the acquisition of Bikeleasing, thus adding another company to the technology group.

Established in 2015, Bikeleasing is one of the leading digital platforms for the highly automated facilitation and management of B2B leasing contracts. Through its platform, Bikeleasing currently allows over 30,000 corporate customers of the German Mittelstand to offer company bicycle leases to their more than 1.6 million employees. The complete process, from onboarding the corporate customer and the employee placing a bicycle order with a bicycle retailer, through to the management of damage events is conducted using the proprietary digital platform or mobile app. As innovation leader, Bikeleasing has since its foundation recorded strong and highly profitable growth while continuously increasing its market share.

In the first nine months of 2021, Bikeleasing generated (unaudited) revenue according to IFRS of €51.5 million and adjusted EBITDA of €24.2 million, corresponding to an adjusted EBITDA margin of around 47%. On a pro forma basis for the Group as a whole, this results in (unaudited) pro forma revenue of €85.6 million for Brockhaus Technologies in the first nine months of the year and pro-forma adjusted EBITDA of €29.3 million (corresponding to a pro-forma adjusted EBITDA margin of around 34%). The IFRS reconciliation of Bikeleasing's figures for the first nine months is subject to finalization and thus preliminary.

Following the transaction, the company's founders and managing shareholders, Bastian Krause and Paul Sinizin, will retain a significant interest of 40% in Bikeleasing and will continue to lead the company's operations as managing directors in the future. In addition, through a capital increase in kind, they will also reinvest at the level of Brockhaus Technologies and provide it with a vendor loan.

In order to keep the percentage dilution for existing shareholders as low as possible, the acquisition was financed without a cash capital increase. Based on a valuation of €300 million, plus interest on the purchase price of €8.95 million, the acquisition was financed as follows:

- Cash of Brockhaus Technologies amounting to around €89 million

- Issue of 560,829 new shares, worth €13 million, to the sellers

- Usage of a vendore loan of €15 million at the level of Brockhaus Technologies

- Involvement of co-investors as minority shareholders in an amount of €20 million

- Usage of acquisition loans of €65 million at the level of the acquisition vehicles

After completion of the capital increase in kind, Brockhaus Technologies will hold an interest of around 52% of the shares in Bikeleasing. The remaining 8% will be attributable to co-investors. All investors acquired their shares in Bikeleasing on the basis of the same valuation.

"We are very pleased that Bikeleasing has become part of our technology group. Across product ranges and geographies, we will together tap into the company's excellent development potential in the coming years and embark on the journey toward a fully comprehensive "social benefits platform". The digital platform with its enormous customer base will give us the prospect to offer employees not only a company bicycle, but also the opportunity to finance other benefits," says Marco Brockhaus, CEO of Brockhaus Technologies.

"We are very happy to welcome Brockhaus Technologies on board as a long-term partner. Our business is attractive and expanding rapidly since foundation, which is why we are particularly pleased to have joined forces with a partner like Brockhaus that has more than 20 years of experience in supporting strongly growing technology and innovation leaders" says Bastian Krause.

Paul Sinizin adds: "As part of the technology group, we can now build on our growth potential. Through its experience and access to its network, Brockhaus Technologies will help us tap into all opportunities and possibilities, especially with a view to international expansion."

For Brockhaus Technologies, this is the third majority acquisition since it acquired sensor technology specialist Palas and IT security specialist IHSE, and the second acquisition in fiscal year 2021, following the purchase of kvm-tec GmbH by IHSE on November 19, 2021. Dr. Ulrich Byszio, who is also one of the co-investors, acted as facilitator of the Bikeleasing transaction.

Invitation to investor update call

In view of the successful closing, Brockhaus Technologies invites to an investor update call with the founders and managing directors of Bikeleasing, to be held at 4.30 p.m. (CET) on December 1, 2021. Interested parties can register for the event using the following link:

https://webcast.meetyoo.de/reg/uu9A308kORQH
Your personal access data will then be sent to you by e-mail. The call will be in German.

Communication to date on the Bikeleasing acquisition

October 19, 2021: Brockhaus Technologies structures financing of the planned acquisition of Bikeleasing without initially intended rights issue

August 16, 2021: Significant increase of the pro forma forecast for fiscal year 2021

June 16, 2021: BCM AG signs purchase agreement for a majority acquisition of Bikeleasing Group

About Brockhaus Technologies AG

Based in Frankfurt am Main, Brockhaus Technologies AG (BKHT, ISIN: DE000A2GSU42) is a technology group that acquires high-margin, high-growth technology champions with B2B business models in the German Mittelstand. With a unique platform approach and a long-term horizon, Brockhaus Technologies actively and strategically supports its subsidiaries in achieving profitable long-term growth, both across industries and internationally. At the same time, the group offers a gateway into these non-listed German technology champions, which are otherwise inaccessible to capital market investors. For further information, please visit www.brockhaus-technologies.com

About Bikeleasing

BLS Bikeleasing-Service GmbH & Co. KG (together with its affiliated companies collectively referred to as "Bikeleasing") is one of the leading digital platforms for the highly automated facilitation and management of B2B leasing contracts. Through its highly automated digital platform, the Bikeleasing platform currently allows over 30,000 corporate customers of the German Mittelstand to arrange and manage company bicycle leases for their more than 1.6 million employees. Established in 2015, Bikeleasing has around 130 employees at its locations in Vellmar, Uslar, Freiburg, and Innsbruck. More information can be found at www.bikeleasing.de

Contact details

For investors:

Brockhaus Technologies - Paul Göhring
Acquisitions & Investor Relations | Member of the Executive Committee
Phone: +49 69 20 43 40 978
Fax: +49 69 20 43 40 971
Email: [email protected]

For media:

USC - Svenja Lahrmann
Phone: +49 221 28 06 55 18
Email: [email protected]