Mercell & Visma Commerce TransactionCEO Terje Wibe and CFO Fredrik Eeg

25 November 2020

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Disclaimer

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Mercell acquiresVisma Commerce

Commerce

+

Commerce

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Visma Commerce acquisition - transaction overview

1) Equivalent to SEK 2,000 million based on SEKNOK FX rate of 1.062) Including transaction costs

Uses NOKm

Enterprise value Target1 2,120

Repayment of existing debt 375

Repayment of sellers credits 46

General corporate purposes2 270

Total 2,811

Sources NOKm

New equity 1,300

Senior Secured Bond 1,166

Cash on balance sheet 345

Total 2,811

Commerce

The combination

Background

Financing

Corporate Governance

Synergies

• Sweden viewed as an attractive market and Visma Commerce as the priority M&A target

• The combination allows Mercell to become a European leader

• Enterprise Value of SEK 2.0bn, to be financed by a combination of equity and debt

• Secured pre-commitments for a private placement of NOK 1.3 billion in new equity

• Secured pre-commitments for a SEK 1.1 billion bond issue, allowing also for refinancing

• Visma Commerce has a highly professional organisation and leadership

• Mercell aims to transfer and implement additional best operational practice

• Mercell has developed a 100 day plan for a smooth transition and combination

• Near-term synergies estimated to NOK 20 million

• Long-term synergies expected to exceed NOK 100 million per year

• Largest cost savings related to establishment of a common tech platform

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Combination allows strong foothold in Europe

Mercell acquires the Swedish market leader

Source: Tenders Electronic Daily (TED)1) Number of invoices – might slightly overestimate number of customers2) Mercell excluding acquisitions

Mercell presence

Visma Commerce

Combined

Pro-formaLTM Revenue

NOKm

Pro-forma Adj. LTM EBITDA

NOKm

ARRQ3’20NOKm

Number of customers

Share recurringrevenue (2019)

328 198 526

56 98 154

338 196 534

~17,200 ~12,0001 ~29,200

~94%2 ~94% ~94%

6

96127 152 152

83

186 186

196

96

210

338

534

2018 2019 Q3 Q3 - PF

Mercell

Acquisitions

Visma

1

2

ARR (NOKm)Commerce

Proven ability to grow ARR - both organically and through M&A

1) ARR at acquisition of NOK 74m. Remainder is organic growth in acquired entities2) ARR at acquisition of NOK 148m. Remainder is organic growth in acquired entities

7

32

87

119

PF adj. EBITDA Mercell Adj. EBITDA VismaCommerce

PF adj. EBITDA

56

98

154

PF adj. EBITDA Mercell Adj. EBITDA Visma Commerce PF adj. EBITDA

Strong EBITDA base

Pro forma adj. EBITDA bridge LTM to Q3 2019 (NOKm) Pro forma adj. EBITDA bridge LTM to Q3 2020 (NOKm)

Established through organic growth and acquisitions

Note: The pro forma adjusted EBITDA for Mercell includes all acquisitions excluding Visma Commerce. In addition, the Mercell EBITDA includes NOK 22.4m and NOK 35.3m in adjustments for 2019 and LTM Q3 2020, respectively. The Visma Commerce EBITDA includes negative NOK 0.8m in adjustments for both 2019 and LTM Q3 2020.

+42%

88

Transaction rationale: Mercell + Visma Commerce

Commerce

1Creating a leading European playerOn top of well-established positions in Norway and Denmark, the acquisition significantly enhances Mercell’s position in Sweden

2Highly similar product requirements in EU creates substantial benefits from scaleOver time, clear reduction in CAPEX share of revenue as product requirements are highly similar due to EU regulations

3Increased customer value propositionThe combined entity will be able to provide additional value-add to its customers through increased reach and distribution as well as cross border tender processes serving as an important foundation for further European expansion

4Economies of scaleThe combined entity will build further on Mercell’s existing platform to achieve economies of scale. Increased scale allows Mercell to fund additional product development for the customers benefit

5Organisational improvementsVisma Commerce is a highly professional organisation and Mercell will be able to transfer and implement additional best operational practices

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Mercell is an e-tendering platform

Annual recurring software subscription revenues from both buyers and suppliers

Public & private Buyers Suppliers

Buyers use Mercell to simplify the procurement process and make it easy to

interact with suppliers

Suppliers in all industries use Mercell’s e-tender platform to find tenders and

contracts in the public sectore-tendering platform

Suppliers

Tenders

Bids

Suppliers

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Key Mercell market growth drivers

Market growth driven by megatrends

Roll up core Nordic Expand product portfolio

Growing from a Nordic stronghold

European expansion

Digital procurement drives efficiency in the tender process

Core focus for public sector organisations

Private sector companies leading the way

Digitisation

E-tendering mandatory above national thresholds

E-tendering also used below thresholds

Decreased thresholds would increase adoption

Regulations

Focus on transparency favouring e-tendering

Increased focus on traceability

Documentation for process compliance

ESG21 3

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Mercell is present in the entire e-procurement value chain

Purchase to pay (post-award)

Identifying purchasing

needs

Explore market &

plan tenders

Develop and

publish tender

Review, evaluate and

negotiateTender award Invoicing

Spend analysis

Commerce

Value chain

Mercell’s offering to buyers

Mercell’s offering to suppliers

Demand aggregation

and e-planning

Source to contract (pre-award)

Fully electronic execution of a complete tender process;

compliant, transparent and traceableElectronic Procurement System (e-Commerce)

Tender notification

and bid manager

Placing of orders

Contract management

Payment and

accounting

The link between pre-

and post award

Efficient contract creation

and handling

Mercell is creating a platform which secures customer value through the whole value chain from

Pre-award Post-award

Mercell covers both the pre- and post-award segment

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• During 2020, Mercell entered the post-award segment through the acquisitions of Tricom, Truelink and Aksess Innkjøp

• The post-award segment covers procurement and ordering, invoicing, payment and accounting and spend analysis

• Meaningful synergies from providing post-award as a part of a full e-procurement suite by utilising data generated in the processes

• The offering makes Mercell a complete provider of e-procurement services representing a unique selling point

• Post-award is not subject to regulations and does therefore not distinguish between public and private entities and provides access to a large number of non-public customers

Synergies from the post-award proposition

e-tendering platform

Contract management

Post-awardPre-award

Selected customers post-award

Visma Commerce is mainly in pre-award, which allows upsell potential and synergies

Comments

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Modular product offering allows strong upselling

+

+

Post-award

NOK 1.0-2.0kNOK/month/user

Procurement & ordering

Invoicing

Payment & accounting

Spend analysis

NOK 0.5-1.0kNOK/month/user

Buyers

NOK 1.0-1.5kNOK/month/user

Tender manager

Planning modules

Demand aggregation

Digital signing

+++

Suppliers

Key contract terms

Suppliers1

• 1 year contracts with automatic renewal• 3 month cancellation deadline ahead of contract

expiration• Customers invoiced one year up-front• Bid manager: Free, Premium (NOK 3,900/yr),

Enterprise (NOK 11,900/yr)• Tender notifications: Local (NOK 10,680/yr),

National (NOK 17,880/yr), National Plus (NOK 24,600/yr)

Buyers• Varying contract duration, but typically either long

contracts (won by tenders) of 4 years + potential prolongation 1-4 years), or running 1 year contracts

• 3 month cancellation deadline ahead of contract expiration

• Payments one year up-front• NOK 20,000-350,000/yr (avg. NOK ~70,000)

Post-award• 2 – 8 years contracts, avg. 4 years• 6-24 month cancellation deadline ahead of

contract expiration• Payments up-front, yearly, quarterly, monthly• NOK 150,000–3,500,000/yr (avg. NOK ~180,000)

Suppliers

NOK 1.0-2.0kNOK/month/user

1-2 users Tender notification

NOK 0.5-1.0kNOK/month/user

Market & comp. analysis

Pre tender information

Extended geo coverage

Extra users

Bid Manager collaboration tool

Upsell solutions

Core product

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Consolidating the European market

European presence established Strategic expansion plan

Roll up core NordicExpand product

portfolioEuropean expansion

Significant market growth driven by underlying digitalisation and EU legislationThe Nordics are leading the way, Europe expected to follow

Solid foothold in several countries

European commission data shows that Europe has a total public procurement value of ~EUR 2 trillion

Buy and build strategy highly feasible (proven ability to execute M&A)Pole position to become one of the leading e-tendering providers in Europe

~11x

Screened ~100 potential acquisition targets in the European market

Currently focusing on a short-list consisting of 10 targets whereof four have already been acquired this year

15

The market is driven by underlying regulations and digitisation – the Nordics are leading the way

The European market mainly consists of national and regional players

Mercell has established a European presence with ARR of >NOK 50 million outside the Nordics

Ready to scale up further

Expanding into the European market

Source: Mercell Holdings, European Commission: Public Procurement Indicators 2017

Public procurement is undergoing a digital transformationAttractive public procurement market in Europe

NOK trillion

~11x

16

VismaCommerce strengthens Mercell’s leading platform for public e-tendering

Creating a leading European player

Economies of scale

Increased customer value proposition

Organisational improvements

Highly similar product requirements in EU creates substantial growth potential

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