Cognosec to acquire 100% of INTACT, subject to contract

INTACT is specialist in Digital Software Distribution – Cyber Security solutions by portal

In 2016 revenues of €563k1 and EBITDA of €19k1

Consideration €255,000 comprises €51,000 cash and €204,000 COGS shares

Cognosec AB (publ) (“Cognosec” or “The Company”), (Nasdaq: COGS), a leading supplier of cyber security solutions with operations in Europe, Africa and the Middle East, has signed an exclusive agreement with Intact Software Distribution, a South Africa-based company specialising in the sale and digital distribution via innovative portal technologies of cyber security solutions, products and services. The acquisition is in line with Cognosec’s strategy to expand business areas to cover the sale and distribution of software technologies over the internet.

Cognosec AB today announces the signing of Heads of Terms of Agreement pursuant to the acquisition of Intact Software Distribution, which is expected to close in Q3, 2017 subject to legal, financial and technology due diligence exercises.

Intact Software Distribution is a South African registered company with offices in Cape Town and Johannesburg. The transaction will include the acquisition of 100% of outstanding shares for a consideration of approximately €255,0001 comprised of €51,000 cash and €204,000 Cognosec AB new issue shares. The transaction will be completed by Cognosec AB subsidiary, Credence Security. There will be no other impact on Cognosec AB’s balance sheet.

Intact Software Distribution is a specialist Digital Software Distribution Business, distributing cyber security solutions by portal and established by pioneers of digital software distribution. The Company provides a focused approach to support and technical knowledge transfer in association with the distribution channel. Where required, the Company can provide assistance with implementation of the products. Intact Security is specifically focused on customer satisfaction, providing and all-round peace of mind scenario which results in collaborative engagements facilitating each client’s needs and requirements.

Intact Software Distribution complements the recent acquisition of A-TEK DISTRIBUTION by Cognosec and is positioned as a New Age Distribution Business, enabling global access to the vast Enterprise & SME markets with Pay-as-you-Use and Software-as-a-Service cyber security solutions. The technology platform provides significant scalability and global advantages through innovative distribution methodologies.

Intact Software Distribution recorded revenues of over €563k1,2 in FY2016 and EBITDA of €19k1,2.

The acquisition of Intact Software Distribution improves Cognosec’s competitive advantage for both vendors and customers alike. This addition also expands Credence Security’s current product portfolio to incorporate cyber security solutions for secure operation centers, network operation centers, datacenters, mobile platforms, virtualized environments as well as providing critical fraud prevention solutions into the technology, media, telecommunications, financial and public sectors.

Commenting on the acquisition of the business by Cognosec AB, Simon Campbell- Young, Intact Software Distribution’s Co-founder & CEO, says that – “This will provide Intact Software Distribution the opportunity to scale on many different levels, both in terms of addressing enterprises’ critical requirements for cyber defenses and, through adding established geographical presences through the Cognosec and Credence Security networks.”

Patrick Boylan, Group MD of Cognosec AB commented – “The acquisition of INTACT SOFTWARE DISTRIBUTION provides COGNOSEC AB with further unique selling propositions and strengthens our core positioning versus the competition in this exciting and dynamic environment. This is a perfect combination and natural fit which will create tremendous growth, synergy along with enhanced streams of profitability.”

Note ¹ – The transaction will complete in ZAR so the approximation is for the EUR:ZAR exchange rates which were taken at mid- market on 15th June 2017, 1EUR=14.3347ZAR.

Note ² – Intact Software Distribution uses ZAR as reporting currency.