mic AG concludes term sheet for the acquisition of faytech AG

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Pyramid Computer GmbH
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79111 Freiburg, Germany

mic AG concludes term sheet for the acquisition of faytech AG and forecasts group sales of around EUR 100 million in 2022 if successfully implemented

Munich, July 29, 2021 – Today, mic AG entered into a term sheet for the acquisition of faytech AG, Witzenhausen, with Arne Weber, founder, CEO and majority shareholder of faytech AG, Witzenhausen, and faytech AG itself. The parties to the term sheet have the still non-binding intention to contribute all shares of faytech AG and thus also all its national and international subsidiaries to mic AG.

According to preliminary figures, faytech AG generated pro forma sales of approximately EUR 24.7 million and EBIT of approximately EUR 1.7 million in 2020. The company is to be transferred free of debt and non-operating assets.

According to the term sheet, the base purchase price shall be EUR 15.82 million. In addition to a cash purchase price of EUR 4.532 million, more than 70% of the total base purchase price is to be paid in new shares of mic AG at a price of EUR 3.30 per share, for which a capital increase against contribution in kind is to be resolved in due course. The cash component is to be financed preferably by debt or existing equity. In addition, an earnout component of max. EUR 7.138 million is to be agreed, which is linked to the achievement of the target figures of faytech AG / Pyramid Computer GmbH for the next three years. This is also to be paid in shares of mic AG at EUR 3.30 each.

Upon completion of the transaction, Arne Weber, founder and former major shareholder of faytech AG, will become one of the largest single shareholders of mic AG. He will continue to manage faytech AG together with fellow board member Peter Trosien. The sellers of faytech AG will commit to a substantial holding period (“lock-up period”) in relation to the newly issued mic shares, demonstrating the long-term nature of faytech’s interests.

faytech AG is one of the leading manufacturers of touch screen devices for industrial and commercial applications with worldwide production capacities, mainly in Shenzen, China and at the second production site in Suining, China. All touch devices offered are exclusively designed and manufactured by faytech AG. In 2013, faytech North America was established as a partnership company to consolidate growth in the US market. Due to high demand, offices were opened in both India and Japan in 2018 and 2021 in Korea. faytech customers include well-known companies such as Bechtle, Bosch, Continental, Honeywell, Komatsu, Qualcomm, Siemens, Unilever and Dell.

After mic AG was able to successfully implement the Pyramid transaction in May/June 2021, the planned acquisition of faytech AG is the logical strategic step to position the “new” mic AG as the world’s leading provider of automated interactions in the P.O.S. (point-of-sale and point-of-service) sector.

The following synergies can be derived from the planned acquisition target and Pyramid, which have been in operational exchange for years: The mic AG acquisition of faytech AG enables a strengthening of the perception on an international level. Above all, the planned renaming of mic AG to “Pyramid AG” at the upcoming Annual General Meeting will make the perception of the new brand all the more important.

In addition, the expected pro forma group sales of mic AG in fiscal year 2022 will increase to approx. EUR 100 million upon completion of the planned M&A transaction. While Pyramid Computer GmbH expects sales of EUR 67 to 71 million in 2022, faytech AG plans pro forma group sales of approx. EUR 30 million and an EBIT in the range of more than EUR 1.7 million in 2022. The total pro forma group EBIT would be EUR 7.70 million to EUR 8.1 million.

By optimizing production (modular concepts; building blocks), addressing management positions and increasing global market reach, savings in manufacturing and operating costs in the order of more than EUR 1 million p.a. are expected across all areas of both companies upon completion of the transaction.

The transaction is expected to be signed with binding effect by Oct. 1, 2021. Prior to this, due diligence must be carried out at faytech AG and a company purchase agreement must be finally negotiated on the basis of these findings.

About Pyramid Computer

Pyramid Computer is a leading developer and manufacturer of IT solutions for the retail & hospitality market. The company hardware solutions include interactive kiosks, network & security server as well as computer vision systems.
Pyramid Computer, founded in 1985, is today the #1 manufacturer worldwide of self-ordering kiosks for restaurants – over 40.000 kiosks were shipped to the well-known global enterprises.
Customer proximity, flexibility and modularity combined with innovation guarantee minimum time-to-market and best in class solutions for the fast-growing market of digitalized marketplaces.
More than 130 employees are based at the headquarters in Freiburg and our production and logistics facility near Erfurt.
Pyramid Computer has been certified according to DIN EN ISO9001 since 1997 and is regularly and successfully audited by large industrial customers.