Qt Group Plc has today signed an agreement to acquire all the shares in Germany-based Axivion GmbH. Axivion is a major provider of state-of-the-art quality assurance tools, such as static software analysis and software architecture analysis.
The acquisition complements well Qt Group’s quality assurance product offering. We are thrilled to invest in a growth market that is strongly driven by the increasing demand from our customers for a secure, high-performing, and high-quality software. Together with the Axivion’s great team and leading technology we are happy to expand our presence in this market making the company even stronger partner for our customers. Axivion’s state-of-the-art static analysis tools increase productivity in the software development process by detecting software erosion factors such as defects, cycles, and violations of programming rules. Qt Group aims to leverage its global sales network to sell Axivion products to new and existing customers, as well as to C/C++ software development markets outside the Qt ecosystem. Axivion’s revenue in 2021 was EUR 5 million and EBIT EUR 1.5 million (figures pro forma).
“I am very excited to announce the acquisition of Axivion into our product portfolio to expand our quality assurance business area and to meet the needs of our customers to achieve a shared success. At Qt, our mission is to increase the productivity of our customers’ product development process. Finding and fixing defects, bugs, and vulnerabilities early in the software development cycle saves development costs, increases productivity, and improves software code quality,” says Juha Varelius, President and CEO, Qt Group Plc. “The acquisition is a great example of our growth strategy execution beyond the Qt ecosystem addressing a market significantly larger than billion dollars and growing at double-digit figures. Together with Axivion’s team we see potential to grow faster than the market with our comprehensive quality assurance offering, as we aim to further leverage our global sales network with multiple stand-alone products and seek to expand our total addressable market,” he continues.
“We are thrilled to continue Axivion’s success story as part of Qt Group. Axivion was founded to create the most comprehensive suite of software quality, security and vulnerability tools. Qt Group’s strong global presence and wide customer base in more than 70 different industries ensure a great foundation for our future growth,” says Thomas Eisenbarth, CEO and founder, Axivion GmbH.
Axivion GmbH in brief
Axivion GmbH was launched in 2006 as a spin-off company by the University of Stuttgart. It is headquartered in Stuttgart, Germany, and employs approximately 33 people in Germany and Austria.
The Axivion Suite -solution includes the full range of quality assurance tools: static code analysis, architecture analysis, and other analysis tools for clone management, cycle and dead-code detection. In addition, Axivion offers professional services for technical integration and training. Axivion has customers across several industries ranging from industrial automation and medical to automotive.
Key figures (pro forma, unaudited)
| EUR million | FY 2021 | FY 2020 |
| Net sales | 5.0 | 4.1 |
| EBIT | 1.5 | 0.8 |
| EBIT-% | 30% | 19% |
| Trade receivables, Dec 31 | 1.1 | 0.8 |
| Cash and equivalents, Dec 31 | 1.6 | 1.2 |
Purchase price and financing of the acquisition
The acquisition price is EUR 32 million (enterprise value), which of EUR 24 million will be paid in cash and EUR 8 million with the Qt Group’s shares. Additionally, the parties have agreed on an earn-out structure with a maximum amount of EUR 12 million to be payable as earn out conditional upon the growth of Axivion’s products’ revenue during the time period 2022-2024.
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By virtue of the share issue authorization of the Annual General Meeting held on 15th March 2022, the Qt Group’s Board of Directors has decided to pay the agreed share purchase price by way of issuing shares in a directed share issue to the sellers according to the agreement between the parties. Accordingly, a total of 130 700 new Qt Group’s shares will be subscribed by the sellers at a subscription price of EUR 61.25 per share. The subscription price corresponds to a volume-weighted average share price in Qt Group’s shares over the reference period 1 August – 9 August 2022.
The new shares will be entered in the Trade Register on or about 12 August 2022. The new shares generate shareholder rights as of the day of registration. The above-mentioned new shares will be admitted to public trading together with the company’s old shares on the official list of Nasdaq Helsinki on or about 16 August 2022. After the registration of the shares subscribed for in the share issue, the total number of Qt Group’s shares will be 25,398,398. The number of shares subscribed for in the share issue corresponds to approximately 0.51 percent of Qt Group’s share capital after the registration of the new shares.
Qt Group will consolidate Axivion to its financial reporting as of Q3 2022. The acquisition is not expected to have a significant impact on the Qt Group’s financial performance in 2022.
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