Q-Free ASA signed on 22 April a share purchase agreement for the acquisition of Traffic Design d.o.o. for a cash and equity consideration of EUR 2.3-3.6 million pending future financial performance. Traffic Design is the market leader in traffic management, parking systems and tolling in Slovenia. Following the recent acquisition of TDC Systems in the UK, the acquisition reflects a continuation of Q-Free’s strategy to strengthen its business within Advanced Transportation Management Systems (ATMS).
Traffic Design d.o.o. was established in 1990 in Ljubljana, and is the market leader with nationwide traffic management systems, more than 60 parking systems, and operations of the entire tolling system in Slovenia. Traffic Design reported revenues of EUR 2.1 million and an EBIT of EUR 0.51 million in 2013, and will be consolidated into the accounts of Q-Free as of the second quarter 2014.
The transaction is net of cash and bank debt. Q-Free will pay an initial consideration of EUR 2.3 million, of which 91 percent in cash and 9 percent through issuance of 121,686 new shares in Q-Free at NOK 14 per share. The Board of Directors will as soon as possible issue new shares in Q-Free under existing authorisation given by the General Meeting.
Further consideration is estimated to EUR 0.8 million, assuming EBIT growth to EUR 0.66 million in 2014 and EUR 0.74 million in 2015. The earn-out consideration is capped at EUR 1.3 million, assuming EBIT growth to EUR 1 million in 2014 and 1.1 million in 2015. The earn-out consideration will also be at least 91 percent payable in cash and up to 9 percent in new shares, payable in 2015 and 2016.
The inclusion of Traffic Design’s products and solutions into our portfolio is a further important step towards realising our ambitions in the Intelligent Traffic Systems market. Traffic Design strengthens both our ATMS business and our already leading position in the Road User Charging market, says CEO Thomas Falck in Q-Free.
Q-Free has acquired a series of ATMS companies over the past 18 months, including TCS International in the US and Canada, Elcom in Serbia, TDC Systems in the UK, and the 10 percent strategic investment in US-based Intelight. The acquisition of Traffic Design provides further synergies in the process of broadening Q-Free’s product range.
Traffic Design has historically been operating in local markets, with limited access to international customers. Joining forces with Q-Free will enable a global reach for our products, which we believe is a unique possibility for Traffic Design. We are impressed with Q-Free’s employees and products, and are looking forward to working on the same team in the future, says CEO Blaz Gostisa in Traffic Design.
In the longer-term, Q-Free expects that the markets for ATMS and Road User Charging will converge into a joint market for Intelligent Transport Systems (ITS) – both technologically and commercially. Q-Free intends to play an important role in this market, and considers Traffic Design’s products, solutions and services as a strong addition to its product offering.
Q-Free is a leading global supplier of products and solutions for Road User Charging and Advanced Transportation Management. The company has approximately 350 employees, offices in 17 countries and is represented on all continents. The headquarter is based in Trondheim, Norway. Q-Free is listed on the Oslo Stock Exchange with the ticker QFR.
Traffic Management; ITS Central Management SW Systems, integrations of CCTV, VMS, radar and vehicle Classification, Video Detection, Microwave Technologies, Weather stations and Info-mobility in road infrastructure.
Parking Systems; end-to-end solutions for on-street parking management and parking garages.
Tolling systems; combines the development and integration of toll technology applications for ETC, Contactless Chip card payment and manual payments in the 28 Toll plazas in Slovenia.