Hawk Infinity Software AS - completion of acquisitions and M&A phase, organic de-leveraging expected going forward, sale of Motiontech AS, name change

Hawk Infinity Software AS ("HIS") has entered into agreements for and closedtheacquisitions of 100% of ExamCookie ApS ("ExamCookie"), 100% of Get IdealHoldings Limited ("FatJoe"), 100% of Clastify Sp. z o.o. ("Clastify"), and100%of Catfarm Music Group AB ("Catfarm"). The acquired companies will strengthenHIS in terms of improving cash earnings, diversification and organic growthprospects. Further details of the acquired entities are included below.ExamCookie is a Danish software company providing solutions for monitoringexamsand tests to avoid cheating. The software is used by more than 300 Danishschools, with more than 140,000 students.FatJoe is a UK-based digital marketing technology and service provider thatstands out for its innovative use of automated technology to enhance SEO andcontent marketing services. Founded in 2013, the company has developed a suiteof proprietary tools designed to streamline and optimize the process of linkbuilding, content creation, and SEO management.Clastify is a leading educational platform designed to support InternationalBaccalaureate (IB) students by providing access to high-quality content andtop-class review services. Clastify was founded in 2022 in Warsaw, Poland andisused by IB students around the world.Catfarm is a Swedish digital music service provider and owner established in2010 that targets B2B partnerships with digital streaming providers anddistributors of music. Catfarm addresses niches such as mood music with itsservice offering that have been growing more than the general music industryover the last decade.The acquired companies have a combined LTM pro forma EBITDA of NOK 218m as ofNov-2025, with strong underlying year-over-year growth on top line and bottomline. The acquired companies will have an accretive effect on the pro-formaEBITDA margin and EBITDA cash conversion of the group.The acquisitions were closed at an upfront enterprise value of NOK 1,290m. Alimited additional contingent consideration will be granted for some of theacquisitions if certain relatively ambitious free cash flow growth targets aremet over the coming years, and where >90% of the contingent consideration canbesettled in shares in the parent company of HIS. The acquisitions have beenfunded by available liquidity, release from the escrow account and an equityissue in HIS towards Hawk Infinity AS.The completion of these M&A transactions marks an important milestone for thecompany. Since 2020, HIS has completed acquisitions of a total of 44 operatingsoftware-related B2B businesses with strong track record of organic growth andcash flow profitability in the Nordics and Europe. The last part of theproceedsfrom the bond tap issue in Oct-2025 has been utilized in connection with theannounced acquisitions.The primary focus of the group will now be on organic development,de-leveragingand positioning the group for a successful debt refinancing. The M&A activitygoing forward is expected to be financed from the operating cash flow of thegroup, and such M&A activity is expected to be limited. However, HIS maycomplete one specific M&A opportunity using available liquidity during thecoming weeks.Following the completion of the M&A transactions, HIS will have a pro-formaLTMEBITDA per Nov-2025 of approx. NOK 1.1bn, EBITDA cash conversion of approx.90%,and a Senior NIBD / LTM EBITDA of approx. 4.4x. More details will be providedinthe Q4 2025 quarterly report which is expected to be published in the secondhalf of February 2026.HIS has also entered into an agreement to sell its 80% stake in Motiontech AStogether with the minority shareholder of 20% to an affiliated company in theparent Hawk Infinity AS. The background for the sale is that Motiontechcurrently is somewhat sub-scale and will merge with another similar softwarebusiness owned by Hawk Infinity AS. The 80% stake in Motiontech was acquiredbyHIS for a total consideration of NOK 20.6m in Oct-2024 (55% stake) and Jul-25(25% stake) with FY 2024 EBITDA of NOK 5.0m. The 80% stake will be sold by HISfor a cash consideration of approx. NOK 29m, and the LTM EBITDA of the companyas of Nov-2025 was NOK 4.8m.HIS has decided to change its name from Hawk Infinity Software AS to SnowballSoftware Group AS. The primary reason for the name change is that there hashistorically been some confusion between HIS and the parent company HawkInfinity AS. The name change is expected to be registered in the NorwegianBusiness Register shortly.For further information please contact:Joakim Stavnes Karlsen Chief Executive Officer Tel: +47 483 88 583 E-mail: jk@hawk.noLars Fredrik Revling Chief Financial Officer Tel: +47 412 22 772E-mail: lr@hawk.nohttps://newsweb.oslobors.no/message/663758