Witted signs an agreement to purchase Software Sauna

Witted Megacorp Plc (“Witted”) has today, August 1, 2025, signed an agreement to acquire a majority of the shares in the software company Software Sauna d.o.o. (“Software Sauna”) from the company's other shareholders. Witted currently owns 44.5% of the shares in Software Sauna, with the remaining shares held by the acting management and key personnel. Following the completion of the acquisition, Witted's ownership will increase to 100%.

Software Sauna, founded in 2018, is a software development and data consulting company whose clients are predominantly businesses operating in the Nordic countries, such as Suunto and Matrix42 (formerly Efecte). The company employs approximately 40 IT specialists in Croatia and elsewhere in the Balkan region.

For the financial year ending 31 December 2024, Software Sauna's revenue was €2.6 million and its operating profit was €0.3 million. The revenue for the first half of 2025 was €1.4 million (H1/2024: €1.1 million) and the operating profit was €0.1 million (H1/2024: €0.1 million). The balance sheet total as of 31 December 2024 was €0.9 million, and the equity ratio was 60.3%.

The acquisition strategically complements Witted's service portfolio in the key business area of nearshoring. Software Sauna's ability to supply high-quality software development experts at a competitive cost level provides Witted with an even better capacity to meet the demand from Nordic clients for competitively priced, high-level software development expertise.

"We have known the Software Sauna team since their founding and have followed the company's growth journey, and have been impressed. As founder and CEO, Ilkka-Cristian Niemi has done a tremendous job in growing the company. His eye for top expertise is what has guaranteed that our mutual clients have always been able to trust their work. Software Sauna is exactly the right kind of company for this market situation, when our clients are putting a lot of focus on competitiveness and efficiency," states Harri Sieppi, CEO of Witted.

"Software Sauna's growth will gain new momentum as the collaboration with Witted takes a step further – in addition to cooperation and many mutual clients, we will become one. This enables us to seamlessly offer our services to Witted's clients. Together, we can offer a broader range of services to new customers as well, and Software Sauna can expand into new markets," says Ilkka-Cristian Niemi, CEO of Software Sauna.

The preliminary purchase price, payable on the closing date of the acquisition, is based on the estimated enterprise value, net debt, and net working capital. The purchase price will be adjusted once the final figures for the closing date are confirmed. The estimated purchase price is approximately €1.6 million. The purchase price includes compensation for the net cash at the time of closing and an adjustment for net working capital, which is estimated to be €0.2 million. The purchase price will be paid in its entirety from Witted's cash reserves.

In connection with the transaction, a directed share issue of existing shares will be carried out to Ilkka-Cristian Niemi for a total subscription price of €50,000, which will be paid by setting it off against the purchase price receivable. The share subscription price will be determined based on the volume-weighted average price (VWAP) of Witted's share for the 30 trading days preceding the signing date. As part of the acquisition, an earn-out has been agreed upon, which is tied to the development of Software Sauna's EBITDA for the years 2025 and 2026.

Upon completion of the arrangement, Software Sauna will continue as a wholly-owned subsidiary of Witted, with Ilkka-Cristian Niemi continuing as the head of the company. The acquisition will have no impact on Software Sauna's existing client agreements or personnel.

The acquisition is conditional upon the fulfillment of certain customary closing conditions. The acquisition is expected to be completed by 30 September 2025, provided that all conditions of the transaction have been met.