Technology
AudioEye Reports Record Second Quarter 2024 Results
Published
2 years agoon
By
Thirty-Fourth Consecutive Period of Record Revenue
TUCSON, Ariz., July 25, 2024 /PRNewswire/ — AudioEye, Inc. (Nasdaq: AEYE) (“AudioEye” or the “Company”), the industry-leading digital accessibility company, reported financial results for the second quarter ended June 30, 2024.
“For the second quarter, sequential revenues grew at an annualized growth rate of 19%, and adjusted EBITDA margin was 17%. Business momentum is strong, and we are increasing revenue, adjusted EBITDA, and adjusted EPS guidance for the full year. Our operating leverage is clear, and we expect margins to improve further,” said AudioEye CEO David Moradi. “We were close to the ‘Rule of 40’ in the second quarter and expect to achieve the ‘Rule of 40’ in the third quarter.”
Second Quarter 2024 Financial Results
Total revenue increased 8% to a record $8.5M from $7.8M in the same prior year period.Gross profit increased to $6.7M (79% of total revenue) from $6.0M (77% of total revenue) in the same prior year period. The increase was due to revenue growth compared to the same prior year period.Total operating expenses decreased 11% to $7.2M from $8.1M in the same prior year period. The decrease in operating expenses was due primarily to increased efficiency in sales and marketing and the completion of significant initiatives in R&D, partially offset by higher non-recurring G&A expenses.Net loss available to common stockholders improved 63% to $0.7M, or $(0.06) per share, from a net loss of $2.0M, or $(0.17) per share, in the same prior year period. The improvement in net loss was primarily due to revenue increases and efficiencies in sales and marketing and R&D.Adjusted EBITDA in the second quarter of 2024 was $1.5M, or adjusted EPS of $0.12, compared to a negative adjusted EBITDA of $(0.2M), or adjusted EPS of $(0.02), in the same prior year period. For the second quarter of 2024, adjusted EBITDA and adjusted EPS reflect adjustments primarily for stock-based compensation expense, depreciation and amortization, interest expense, and litigation expense.Annual Recurring Revenue (“ARR”) as of June 30, 2024, increased $1.3M sequentially to $33.3M from $32.0M as of March 31, 2024.As of June 30, 2024, the Company had $5.1M in cash, compared to $7.0M as of March 31, 2024. The decrease in cash for the quarter was primarily driven by the final earn-out payment related to the acquisition of BOIA. Adjusted free cash flow (defined as Adjusted EBITDA less software capitalization) was approximately $1.0M in the second quarter of 2024.
Other Updates
In April 2024, the Department of Justice issued an approved rule for updated regulations under Title II of the ADA. These regulations mandate that state and local government entities ensure their websites and mobile apps are accessible to people with disabilities, following WCAG 2.1, Level AA technical standards beginning April 24, 2026, or April 26, 2027, depending upon the entity size.In May 2024, the Department of Health and Human Services (HHS) Office for Civil Rights (OCR) issued a final rule bolstering protection for individuals with disabilities under Section 504 of the Rehabilitation Act. The rule ensures that web content and mobile applications provided by organizations that receive funding from HHS, including hospitals and most doctor’s offices, social service providers, nursing homes, etc. are compliant with WCAG 2.1, Level AA technical standards. Beginning May 11, 2026, organizations with 15 or more employees must ensure web content and mobile application compliance. Organizations with less than 15 employees will have until May 10, 2027.The Company announced an expanded partnership with Finalsite, the leading K-12 school community relationship management platform serving 7,000 clients in 115 countries worldwide, to significantly enhance digital accessibility for K-12 schools.In July 2024, AudioEye announced the launch of AudioEyeQ, a best-in-class accessibility learning platform offering free, on-demand accessibility education courses for anyone looking to expand their accessibility knowledge.Customer count increased 16% to approximately 121,000 customers as of June 30, 2024, compared to about 104,000 as of June 30, 2023. Both the Enterprise and the Partner and Marketplace channels contributed to the increase in customer count.
Financial Outlook
In the third quarter of 2024, the Company expects to generate revenue between $8.85M and $8.95M. It also expects adjusted EBITDA between $1.85M and $1.95M and adjusted EPS between $0.15 and $0.16 per share.
Based on strong results achieved year-to-date and a revised growth projection for the remainder of 2024, AudioEye management is updating its full-year financial outlook. The Company is increasing its full-year 2024 revenue guidance to between $34.5M and $34.8M and has revised its expected full-year 2024 adjusted EBITDA to between $6.0M and $6.3M, with expected adjusted EPS of between $0.48 and $0.51 per share.
Conference Call Information
AudioEye management will hold a conference call today, July 25, 2024 at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time) to discuss these results, followed by a question-and-answer period.
Date: Thursday, July 25, 2024
Time: 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time)
U.S. dial-in number: 877-407-8289
International number: 201-689-8341
Webcast: Q224 Webcast Link
Please call the conference telephone number 5-10 minutes prior to the start time. If you have any difficulty connecting with the conference call, please contact Gateway Group at 949-574-3860.
The conference call will also be webcast live and available for replay via the investor relations section of the Company’s website. The audio recording will remain available via the investor relations section of the Company’s website for 90 days.
A telephonic replay of the conference call will also be available after 7:30 p.m. Eastern Time on the same day through August 8, 2024 via the following numbers:
Toll-free replay number: 877-660-6853
International replay number: 201-612-7415
Replay passcode: 13747156
About AudioEye
AudioEye exists to ensure the digital future we build is inclusive. By combining the latest AI automation technology with guidance from certified experts and direct input from the disability community, AudioEye helps ensure businesses of all sizes — including over 121,000 customers like Samsung, Calvin Klein, and Samsonite — are accessible and usable. Holding 23 US patents, AudioEye helps companies solve every aspect of digital accessibility with flexible approaches that best meet their needs. The comprehensive solution includes 24/7 accessibility monitoring, automated accessibility fixes, expert testing, developer tools, and industry-leading legal protection.
Forward-Looking Statements
Any statements in this press release about AudioEye’s expectations, beliefs, plans, objectives, prospects, financial condition, assumptions or future events or performance are not historical facts and are “forward-looking statements” as that term is defined under the federal securities laws. Forward-looking statements are often, but not always, made through the use of words or phrases such as “believe”, “anticipate”, “should”, “confident”, “intend”, “plan”, “will”, “expects”, “estimates”, “projects”, “positioned”, “strategy”, “outlook” and similar words. You should read the statements that contain these types of words carefully. Such forward-looking statements contained herein include, but are not limited to, statements regarding future cash flows of the Company, anticipated contributions from new sales channels, long-term growth prospects, opportunities in the digital accessibility industry, our revenue and ARR guidance, and our expectation of investments in marketing and sales. These statements are subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from what is expressed or implied in such forward-looking statements, including the variability of AudioEye’s revenue and financial performance; risks associated with our new platform, sales channels and offerings; product development and technological changes; the acceptance of AudioEye’s products in the marketplace; the effectiveness of our integration efforts; competition; inherent uncertainties and costs associated with litigation; and general economic conditions. These and other risks are described more fully in AudioEye’s filings with the Securities and Exchange Commission. There may be events in the future that AudioEye is not able to predict accurately or over which AudioEye has no control. Forward-looking statements reflect management’s view as of the date of this press release, and AudioEye urges you not to place undue reliance on these forward-looking statements. AudioEye does not undertake any obligation to update such forward-looking statements to reflect events or uncertainties after the date hereof. Due to rounding, numbers presented throughout this document may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.
About Key Operating Metrics
We consider annual recurring revenue (“ARR”) as a key operating metric and a key indicator of our overall business. We also use ARR as one of the primary methods for planning and forecasting overall expectations and for evaluating, on at least a quarterly and annual basis, actual results against such expectations.
We manage customers through two primary channels, Enterprise and Partner and Marketplace. Enterprise channel consists of our larger customers and organizations, including those with non-platform custom websites, who generally engage directly with AudioEye sales personnel for custom pricing and solutions. This channel also includes federal, state and local government agencies. The Partner and Marketplace channel consists of our CMS partners, platform & agency partners, authorized resellers and our marketplace. This channel serves small and medium sized businesses who are on a partner or reseller’s web-hosting platform or who purchase an AudioEye solution from our marketplace.
We define ARR as the sum of (i) for our Enterprise channel, the total of the annualized recurring fee at the date of determination under each active contract, plus (ii) for our Partner and Marketplace channel, the annual or monthly recurring fee for all active customers at the date of determination, in each case, assuming no changes to the subscription, multiplied by 12 if applicable. Recurring fees are defined as revenues expected to be generated from services typically offered as a subscription service such as our automation and platform, periodic auditing, human-assisted technological remediations, legal support and professional service offerings and other services that reoccur on a multi-year contract. This determination includes both annual and monthly contracts for recurring products. Some of our contracts are terminable prior to the expected term, which may impact future ARR. ARR excludes non-recurring fees, which are defined as revenue expected to be generated from services typically not offered as a subscription service such as our PDF remediation services business, one-time mobile application reports, and other miscellaneous services that are offered as non-subscription services or are expected to be one-time in nature.
Use of Non-GAAP Financial Measures
From time to time, we review adjusted financial measures that assist us in comparing our operating performance consistently over time, as such measures remove the impact of certain items, as applicable, such as our capital structure (primarily interest charges), items outside the control of the management team (taxes), and expenses that do not relate to our core operations, including significant transaction and litigation-related expenses and other costs that are expected to be non-recurring. In order to provide investors with greater insight and allow for a more comprehensive understanding of the information used in our financial and operational decision-making, the Company has supplemented the consolidated financial statements presented on a GAAP basis in this press release with the following non-GAAP financial measures: Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted earnings (loss) per diluted share.
These non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of Company results as reported under GAAP. The Company compensates for such limitations by relying primarily on our GAAP results and using non-GAAP financial measures only as supplemental data. We also provide a reconciliation of non-GAAP to GAAP measures used. Investors are encouraged to carefully review this reconciliation. In addition, because these non-GAAP measures are not measures of financial performance under GAAP and are susceptible to varying calculations, these measures, as defined by us, may differ from and may not be comparable to similarly titled measures used by other companies.
Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Earnings (Loss) per Diluted Share
We define: (i) Adjusted EBITDA as net income (loss), plus (less) interest expense (income), plus depreciation and amortization expense, plus stock-based compensation expense, plus non-cash valuation adjustment to contingent consideration, plus certain litigation expense, and plus loss on disposal or impairment of long-lived assets; (ii) Adjusted EBITDA margin as Adjusted EBITDA as a percentage of GAAP revenue; and (iii) Adjusted earnings (loss) per diluted share as net income (loss) per diluted common share, plus (less) interest expense (income), plus depreciation and amortization expense, plus stock-based compensation expense, plus non-cash valuation adjustment to contingent consideration, plus certain litigation expense, and plus loss on disposal or impairment of long-lived assets, each on a per share basis. Adjusted earnings per diluted share would include incremental shares in the share count that are considered anti-dilutive in a GAAP net loss position. However, no incremental shares apply when there is an Adjusted loss per diluted share, as is the case for some of the periods presented in this press release.
Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted earnings (loss) per diluted share are used to facilitate a comparison of our operating performance on a consistent basis from period to period and provide for a more complete understanding of factors and trends affecting our business than GAAP measures alone. All of the items adjusted in the Adjusted EBITDA to net loss and the Adjusted earnings (loss) per share calculations are either recurring non-cash items, or items that management does not consider in assessing our on-going operating performance. In the case of the non-cash items, such as stock-based compensation expense and valuation adjustments to assets and liabilities, management believes that investors may find it useful to assess our comparative operating performance because the measures without such items are expected to be less susceptible to variances in actual performance resulting from expenses that do not relate to our core operations and are more reflective of other factors that affect operating performance. In the case of items that do not relate to our core operations, management believes that investors may find it useful to assess our operating performance if the measures are presented without these items because their financial impact does not reflect ongoing operating performance.
Adjusted EBITDA is not a measure of liquidity under GAAP, or otherwise, and is not an alternative to cash flow from continuing operating activities, despite the advantages regarding the use and analysis of these measures as mentioned above. Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted earnings (loss) per diluted share, as disclosed in this press release, have limitations as analytical tools, and you should not consider these measures in isolation or as a substitute for analysis of our results as reported under GAAP; nor are these measures intended to be measures of liquidity or free cash flow.
To properly and prudently evaluate our business, we encourage readers to review the consolidated GAAP financial statements included in this press release, and not rely on any single financial measure to evaluate our business. The following table sets forth reconciliations of Adjusted EBITDA to net loss, the most directly comparable GAAP-based measure, as well as Adjusted earnings (loss) per diluted share to net loss per diluted share, the most directly comparable GAAP-based measure. We strongly urge readers to review these reconciliations, along with the financial statements included in this press release.
Investor Contact:
Tom Colton
Gateway Group, Inc.
AEYE@gateway-grp.com
949-574-3860
AUDIOEYE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three months ended
June 30,
Six months ended
June 30,
(in thousands, except per share data)
2024
2023
2024
2023
Revenue
$
8,470
$
7,836
$
16,553
$
15,608
Cost of revenue
1,764
1,787
3,525
3,489
Gross profit
6,706
6,049
13,028
12,119
Operating expenses:
Selling and marketing
2,971
3,253
5,974
6,496
Research and development
1,221
2,033
2,543
3,779
General and administrative
3,011
2,791
5,639
5,926
Total operating expenses
7,203
8,077
14,156
16,201
Operating loss
(497)
(2,028)
(1,128)
(4,082)
Interest income (expense), net
(238)
55
(436)
98
Net loss
$
(735)
$
(1,973)
$
(1,564)
$
(3,984)
Net loss per common share-basic and diluted
$
(0.06)
$
(0.17)
$
(0.13)
$
(0.34)
Weighted average common shares outstanding-basic
and diluted
11,703
11,738
11,706
11,688
AUDIOEYE, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
June 30,
December 31,
(in thousands, except per share data)
2024
2023
ASSETS
Current assets:
Cash
$
5,086
$
9,236
Accounts receivable, net
5,420
4,828
Prepaid expenses and other current assets
1,050
712
Total current assets
11,556
14,776
Property and equipment, net
222
218
Right of use assets
474
611
Intangible assets, net
5,628
5,783
Goodwill
4,001
4,001
Other
123
106
Total assets
$
22,004
$
25,495
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses
$
2,688
$
2,339
Operating lease liabilities
211
312
Finance lease liabilities
—
7
Deferred revenue
7,050
6,472
Contingent consideration
—
2,399
Total current liabilities
9,949
11,529
Long term liabilities:
Term loan, net
6,773
6,727
Operating lease liabilities
319
417
Deferred revenue
1
10
Other
105
105
Total liabilities
17,147
18,788
Stockholders’ equity:
Preferred stock, $0.00001 par value, 10,000 shares authorized
Common stock, $0.00001 par value, 50,000 shares authorized, 11,808 and 11,711
shares issued and outstanding as of June 30, 2024 and December 31, 2023,
respectively
1
1
Additional paid-in capital
97,912
96,182
Accumulated deficit
(93,056)
(89,476)
Total stockholders’ equity
4,857
6,707
Total liabilities and stockholders’ equity
$
22,004
$
25,495
AUDIOEYE, INC.
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES
(unaudited)
Three months ended
June 30,
Six months ended
June 30,
(in thousands, except per share data)
2024
2023
2024
2023
Adjusted EBITDA Reconciliation
Net loss (GAAP)
$
(735)
$
(1,973)
$
(1,564)
$
(3,984)
Non-cash valuation adjustment to contingent
consideration
—
159
(12)
214
Interest (income) expense, net
238
(55)
436
(98)
Stock-based compensation expense
975
1,031
1,858
2,149
Litigation expense (1)
394
39
499
194
Depreciation and amortization
596
577
1,168
1,103
Loss on disposal or impairment of long-lived assets
4
—
4
147
Adjusted EBITDA
$
1,472
$
(222)
$
2,389
$
(275)
Adjusted EBITDA margin (2)
17
%
(3)
%
14
%
(2)
%
Adjusted Earnings (Loss) per Diluted Share
Reconciliation
Net loss per common share (GAAP) — diluted
$
(0.06)
$
(0.17)
$
(0.13)
$
(0.34)
Non-cash valuation adjustment to contingent
consideration
—
0.01
—
0.02
Interest (income) expense, net
0.02
—
0.04
(0.01)
Stock-based compensation expense
0.08
0.09
0.15
0.18
Litigation expense (1)
0.03
—
0.04
0.02
Depreciation and amortization
0.05
0.05
0.10
0.09
Loss on disposal or impairment of long-lived
assets
—
—
—
0.01
Adjusted earnings (loss) per diluted share (3)
$
0.12
$
(0.02)
$
0.20
$
(0.02)
Diluted weighted average shares (GAAP)
11,703
11,738
11,706
11,688
Includable incremental shares (Non-GAAP) (3)
568
—
472
—
Adjusted diluted shares (Non-GAAP) (4)
12,271
11,738
12,178
11,688
(1)
Represents legal expenses related primarily to non-recurring litigation.
(2)
Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of GAAP revenue.
(3)
Adjusted earnings per adjusted diluted share for our common stock is computed using the treasury stock method.
(4)
The number of diluted weighted average shares used for this calculation is the same as the weighted average common shares outstanding share count when the Company reports a GAAP net loss and a negative Adjusted EBITDA.
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SOURCE AudioEye, Inc.
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Technology
Multiconsult and Rejlers to create a leading pan-Nordic multidisciplinary consultancy group through a merger of equals
Published
20 minutes agoon
September 7, 2026By
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL, BE SUBJECT TO LEGAL RESTRICTIONS OR WOULD REQUIRE REGISTRATION OR OTHER ACTIONS. THIS PRESS RELEASE DOES NOT CONSTITUTE A NOTICE TO A GENERAL MEETING, A MERGER DOCUMENT, A PROSPECTUS, AN OFFER TO SELL OR THE SOLICITATION OR INVITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR SECURITIES, OR AN INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY. SEE ALSO THE SECTION “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.
STOCKHOLM and OSLO, Norway, Sept. 7, 2026 /PRNewswire/ — Today, Multiconsult ASA (“Multiconsult”) and Rejlers AB (publ) (“Rejlers”) announce that their respective Boards of Directors have adopted a joint cross-border merger plan (the “Merger Plan”) for the combination of the companies (the “Merger”) under which each Multiconsult shareholder will receive 0.9725 Rejlers class B shares for every Multiconsult share, corresponding to 54% ownership for Multiconsult shareholders and 46% ownership for Rejlers shareholders in the combined company.
The new group will be named Multiconsult Rejlers (the “Combined Group”). Multiconsult Rejlers will be a leading pan-Nordic multidisciplinary consultancy group, with a leading position within Energy and Industry and better positioned to deliver continued profitable growth and long-term value creation. The combination will also strengthen its ability to attract, develop and retain highly competent employees. With close to 8,000 employees, the Combined Group will bring together complementary capabilities in engineering, architecture, advisory and design. The Merger will strengthen the group’s ability to serve clients across markets and geographies, creating further growth opportunities. In addition, the Merger is expected to generate cost synergies of about SEK 100-120 million on an annual basis within three years. With a market capitalisation of close to SEK 8 billion, Multiconsult Rejlers will have an enhanced position in the capital markets and will be dual listed on Nasdaq Stockholm and Euronext Oslo Børs, with Stiftelsen Multiconsult and the Rejler family as committed long-term owners. For the Combined Group, Viktor Svensson will be President and CEO and Kristin O. Augestad will be Deputy CEO, with headquarters in Stockholm and a main office in Oslo.
BACKGROUND – COMPLEMENTARY STRENGTHS AND STRONG CULTURES
Multiconsult and Rejlers are two successful companies with long histories and strong cultures. Both companies benefit from committed long-term owners, including Stiftelsen Multiconsult and the Rejler family. Multiconsult and Rejlers have proven track records of solid and profitable growth.
The companies are of approximately similar size and a perfect match considering culture as well as complementary geographic strongholds and expertise. Multiconsult brings broad multidisciplinary capabilities, a strong position in Norway and an established presence across Denmark, Poland and the UK. Its offering includes Building and Properties, Energy and Industry, Mobility and Transportation and Water and Environment. Rejlers brings complementary expertise across the energy, industry, building and infrastructure sectors, together with an established presence in Sweden, Finland, Norway and the UAE.
Together, Multiconsult and Rejlers will create a broader pan-Nordic platform with complementary capabilities and enhanced geographic reach. By bringing together more than 4,200 Multiconsult employees and approximately 3,600 Rejlers employees, the combination will create new opportunities for close to 8,000 professionals to collaborate, develop and deliver greater value to clients.
STRATEGIC RATIONALE – POSITIONING FOR ACCELERATED GROWTH AND PROFITABILITY
Multiconsult Rejlers will be well positioned to deliver growth and long-term value creation for its shareholders, while further strengthening its ability to attract, develop and retain highly competent employees.
Key rationale for the Merger:
* Forming a leading pan-Nordic multidisciplinary consultancy group with a particularly strong position within the energy and industrial markets and a strong position towards defence-related projects
* Strengthened position as an attractive employer through investments in expertise, learning, development and cross-border collaboration. Multiconsult Rejlers will create additional opportunities to work on complex and technically demanding projects, while strengthening specialist competences and career opportunities
* Becoming a natural partner for large and transformational Nordic projects through complementary competences and geographies. The increased scale of the Combined Group will strengthen its position towards larger clients and enhance its ability to deliver complex projects across markets and geographies, strengthening the client value proposition. Further, Multiconsult Rejlers offers opportunities to combine architecture and engineering services, expand capabilities within the Arctic, coastal/harbour, maritime and geotechnical services, leverage the combined competence in serving the oil and gas sector and strengthen infrastructure capabilities in Finland and Poland
* Leveraging scale, a strong balance sheet and an enhanced position in the capital market with market capitalisation of close to SEK 8 billion will allow for further investments in Artificial Intelligence, employee development, acquisitions and further expansion
* Realising cost synergies of about SEK 100-120 million on an annual basis through efficiency gains. The Merger is driven by accelerating growth through revenue synergies and both organisations are therefore expected to be preserved to a large extent. Cost synergies are expected within e.g. IT, procurement, administrative functions, audit and optimisation of the office network. The full effects of the synergies are expected to be reached within three years with one-off integration costs of approximately SEK 40 million
Statement from Peter Rejler, Chairman of the Board of Directors of Rejlers
“Multiconsult has, similarly to Rejlers, a long history of profitable growth through delivering valuable services to their clients and we are highly impressed with the journey they have accomplished so far. It is clear that both companies will gain significant new advantages through this merger of equals by creating a leading pan-Nordic multidisciplinary consultancy group. This merger enables both companies to create significant long-term shareholder value. It would be a privilege to continue as a long-term owner together with Stiftelsen Multiconsult in this combined company.”
Statement from Rikard Appelgren, Chairman of the Board of Directors of Multiconsult
“The Board believes this merger represents a unique opportunity for Multiconsult shareholders. Together, we are creating a stronger Nordic group with broader capabilities, greater scale and a stronger position in attractive growth markets. The combination will benefit our clients through an enhanced service offering and provide our employees with new opportunities for development and collaboration across the Nordic region. Importantly, Multiconsult shareholders will continue as significant owners in the combined company, which will continue to benefit from committed long-term owners supporting profitable growth for all shareholders.”
Statement from Viktor Svensson, President and CEO of Rejlers and Multiconsult Rejlers
“I am very excited to announce this landmark merger and the most significant transformation in the history of Rejlers to date. By combining forces with the highly accomplished consultants at Multiconsult, we will create a larger and stronger multidisciplinary consultancy, enabling us to continue strengthening our market positions in the Nordics. I believe that this is a perfect match of two already successful equals where both companies will complement each other. We will broaden our geographic reach, accelerate the development of our technical expertise, and improve our value proposition for both our clients and our people.
As the President and CEO of the new group, I very much look forward to working with the new combined management team of the group and all the fantastic employees of Multiconsult and Rejlers.”
Statement from Kristin O. Augestad, Interim CEO of Multiconsult and Deputy CEO of Multiconsult Rejlers
“Together with Rejlers, we will create new opportunities for collaboration, learning and professional development for our employees, while offering clients an even broader range of services and capabilities. Multiconsult will continue to play an important role in the combined group, with a main office in Oslo and several members of the executive management team based there. As we move towards completion, our focus will remain on delivering solutions that provide high value for clients and society.”
Statement from Arnor Jensen, Chair of the Board of Stiftelsen Multiconsult
“Stiftelsen Multiconsult is strongly supporting the combination with Rejlers as we believe it’s the best way to secure the long-term development of Multiconsult, combining the skills of two excellent organisations and establishing a strong strategic position. Stiftelsen Multiconsult will remain a committed, long-term shareholder in Multiconsult Rejlers, and we look forward to working together with the new owners to ensure the successful growth of the company.”
THE COMBINED GROUP – MULTICONSULT REJLERS
Multiconsult Rejlers will be a pan-Nordic multidisciplinary consultancy group with four Nordic home markets with c. 3,700 employees in Norway, c. 2,100 in Sweden, c. 1,000 in Finland and c. 100 in Denmark. In addition, the group will have strategically important and fast-growing international operations with c. 400 employees in Poland, c. 300 employees in the UAE and c. 60 employees in India and the UK. Both organisations will be preserved to a large extent under the current local brands and current leadership. The organisation will have a clear focus on country P&L while securing revenue and cost synergies. It is the intention that Rejlers Norway will be included in segment Norway, Iterio will be included in segment Sweden, Poland will be included in segment Finland and International, and Architecture will be a separate segment. The headquarters will be in Stockholm with a main office in Oslo in which several people within the executive management team will be based. A new CFO will be recruited and will be based in Oslo. Following the proposed Merger, additional group functions will be divided between Stockholm and Oslo. The group management team will consist of the following:
* Viktor Svensson, President and CEO
* Kristin O. Augestad, Deputy CEO and Head of Norway
* Jenny Edfast, Head of Sweden
* Mikko Vaahersalo, Head of Finland & International
* Kristina Jordt Adsersen, Head of Architecture
* Anna Jennehov, CFO
* Geir Juterud, Head of Digital & AI
* Kari Nicolaisen, Head of People & Organisation
* Malin Sparf Rydberg, Head of Communication & Sustainability
For the twelve-month period ended 30 June 2026, Multiconsult and Rejlers in combination delivered revenues of SEK 12 billion and SEK 795 million in adjusted EBITA. The Combined Group intends to adopt the following financial targets1:
* 10% revenue growth per annum
* 10% EBITA margin
Preliminary combined financial information
The preliminary combined financial information presented below is for illustrative purposes only. It has not been prepared in accordance with IFRS, does not constitute pro forma financial information, has not been audited or otherwise reviewed by the auditors of Multiconsult or Rejlers, and does not account for differences in accounting policies or definitions of non-IFRS measures. Readers are referred to “Note about preliminary combined financial information and basis of preparation” under “Important information” below.
Last twelve-months ending 30 June 2026
SEK million*
Multiconsult
Rejlers
Combined
Revenues**
6,767
4,895
11,662
Adjusted EBITA
4282
367
795
Adjusted EBITA margin %
6.2 %
7.5 %
6.7 %
Employees***
4,162
3,569
7,731
ND / reported EBITDA
ND / EBITDA (excl. IFRS)
2.1x
1.9x
1.9x
1.9x
2.0x
* NOK/SEK rate of 0.993. NOK/SEK of 0.981 for balance sheet.
** To achieve comparable revenue numbers, operating revenue for Multiconsult and Net sales for Rejlers has been applied throughout.
*** As of Q2 2026.
OWNERSHIP AND SHARE CLASS STRUCTURE
The Rejler family has been the long-term owner of Rejlers since the company was founded by Gunnar Rejler in 1942 and is today represented by Peter Rejler as the Chairman of Rejlers. Stiftelsen Multiconsult has been a long-term owner of Multiconsult since its establishment in 1974, with the purpose of supporting the company’s independence, continuity, enhancing employee influence and long-term development. The Merger is considered consistent with the purpose of Stiftelsen Multiconsult. Multiconsult Rejlers will have both the Rejler family and Stiftelsen Multiconsult as committed long-term shareholders.
Multiconsult Rejlers will maintain Rejlers’ current share class structure with class A and class B shares. The class B shares of Rejlers are listed on Nasdaq Stockholm and each class B share has one (1) vote. The class A shares of Rejlers are unlisted and each class A share has ten (10) votes. Stiftelsen Multiconsult and Peter Rejler have entered into a shareholders’ agreement (the “Shareholders’ Agreement”) regarding their shareholding in the Combined Group. The Shareholders’ Agreement covers, among other things, board representation and mutual consent requirements relating to certain material matters. For further details, see “Agreements between major shareholders” below.
Stiftelsen Multiconsult, Peter Rejler and Jangunnar AB (“Jangunnar”), a company owned by Peter Rejler and his two siblings, have entered into an ancillary transaction agreement pursuant to which Stiftelsen Multiconsult, after completion of the Merger, shall exchange 555,250 of its class B shares received as merger consideration for 277,625 of Jangunnar’s class A shares at a ratio of two class B shares for every class A share (the “Share Exchange”). The Share Exchange increases the votes of Stiftelsen Multiconsult in the Combined Group, ensuring that the Merger is aligned with the purpose and articles of association of Stiftelsen Multiconsult. As a result, Stiftelsen Multiconsult is expected to hold approximately 11% of the share capital and approximately 12% of the voting rights post-Merger, whereas the Rejler family is expected to hold approximately 8% of the share capital and approximately 25% of the voting rights.
In addition, Peter Rejler and Jangunnar have agreed to offer Stiftelsen Multiconsult the right to acquire their class A shares in exchange for class B shares at a ratio of two class B shares for every class A share before disposing of their respective class A shares and Stiftelsen Multiconsult has granted Peter Rejler a corresponding right in respect of Stiftelsen Multiconsult’s class A shares.
BOARD COMPOSITION AND NOMINATION COMMITTEE
Proposals regarding the composition of the Board of Directors of Multiconsult Rejlers and the remuneration of the directors will be prepared jointly by the nomination committees of both companies and submitted for resolution by the general meeting of Rejlers. It is the intention that Arnor Jensen, Chair of the Board of Stiftelsen Multiconsult, will chair the nomination committee of the Combined Group up to its first annual general meeting in 2027. Multiconsult and Rejlers will comply with the rules for arranging employee participation in connection with a cross-border merger, which includes employee representatives on the Board of Directors.
MERGER PLAN, STRUCTURE AND CONSIDERATION
The Board of Directors of Multiconsult and Rejlers have adopted the Merger Plan for the combination of the companies. The Merger will be implemented through a cross-border merger. Rejlers will be the surviving company and Multiconsult will be the transferring company. The following indicative timeline has been agreed for the Merger as part of the Merger Plan:
Indicative timing
Event
7 September 2026
Announcement
Publication of the Merger Plan and related documents on the companies’ websites
19 October 2026
Extraordinary general meetings of Multiconsult and Rejlers
Late 2026/early 2027
Completion of the Merger
First day of trading of Multiconsult Rejlers on Euronext Oslo Børs
The shareholders recorded in Multiconsult’s share register on the date on which the Swedish Companies Registration Office registers the Merger will be entitled to receive merger consideration. Multiconsult shareholders will receive 0.9725 newly issued Rejlers class B shares for every 1 Multiconsult share. The exchange ratio consequently results in 54% ownership for Multiconsult shareholders and 46% for Rejlers shareholders. The exchange ratio is close to the 45-day volume-weighted average share price for each respective share ending on 2 September 2026 as well as the currency exchange rate on 2 September 2026.
The exchange of shares represents a premium of 1.7% and a discount of 2.0% towards the last closing price on 4 September for Multiconsult and Rejlers, respectively.
The new Rejlers class B shares will rank pari passu with the existing Rejlers class B shares and will carry full shareholder rights from registration and entry in the share register maintained by Euroclear Sweden AB.
Only whole Rejlers class B shares will be delivered. Fractional entitlements will be aggregated and the corresponding whole shares sold on Nasdaq Stockholm and/or Euronext Oslo Børs. Net proceeds will be paid pro rata to the entitled holders. Settlement is expected to be done automatically through Euronext Securities Oslo and Euroclear Sweden AB.
SHAREHOLDER APPROVALS, BOARD RECOMMENDATIONS AND VOTING UNDERTAKINGS
Multiconsult and Rejlers will call for extraordinary general meetings to vote on the Merger Plan, expected to be held on 19 October 2026. 2/3 approval is required in both companies in terms of both share capital and votes.
The Boards of Directors of Rejlers and Multiconsult each consider the proposed exchange ratio to be fair from a financial perspective for its respective shareholders and recommend that their respective shareholders vote in favour.
Stiftelsen Multiconsult, management, members of the Board of Directors and other large shareholders in respect of Multiconsult, and Peter Rejler, Jangunnar, Lisa Rejler, Martina Rejler, Lauri Valkonen, members of the Board of Directors, Viktor Svensson and Anna Jennehov in respect of Rejlers, have undertaken to vote in favour of the Merger Plan, representing 37% of the share capital and votes in Multiconsult and approximately 18% of the share capital and approximately 51% of the votes in Rejlers. In addition, Nordea Fonder, Lannebo Fonder and Carnegie Fonder representing approximately 31% of the share capital and approximately 19% of the votes in Rejlers are supportive of the Merger.
SHAREHOLDINGS BETWEEN MULTICONSULT AND REJLERS
Multiconsult does not hold or control any shares in Rejlers or any other financial instruments, which give Multiconsult a financial exposure equivalent to a shareholding in Rejlers. Multiconsult has not acquired any shares in Rejlers during the last six months prior to the announcement of the Merger.
Rejlers does not hold or control any shares in Multiconsult or any other financial instruments which give Rejlers a financial exposure equivalent to a shareholding in Multiconsult. Rejlers has not acquired any shares in Multiconsult during the last six months prior to the announcement of the Merger. Multiconsult has agreed not to acquire any shares in Rejlers, and Rejlers has agreed not to acquire any shares in Multiconsult, until the completion of the Merger.
EMPLOYEE PROGRAMMES
Multiconsult operates an employee share purchase plan, a share ownership plan for new employees and a profit-sharing programme, all of which are settled in shares already in issue. The shares held by employees under these arrangements participate in the Merger on the same terms as all other Multiconsult shares and carry entitlement to merger consideration. Lock-in periods under the share purchase plan and the executive bonus arrangement continue to apply to the corresponding Rejlers class B shares received. The Boards of Directors propose that the Combined Group should establish an equivalent group-wide employee ownership programme with effect from the first ordinary cycle after completion.
PRE-MERGER UNDERTAKINGS
Rejlers and Multiconsult undertake to take all necessary actions in order to complete the Merger on the terms set out in the Merger Plan.
From the date of the Merger Plan until completion, Rejlers and Multiconsult shall carry on their respective businesses in the ordinary course of business and shall not, without the prior written consent of the other party, take any of the following actions:
(a) Declare or pay any dividend or other distribution to shareholders, except that Multiconsult shall not be prevented from buy backs of own shares for the purposes mentioned in the Merger Plan;
(b) Issue or create shares or other securities, except for shares issued in Multiconsult under any outstanding employee share arrangements;
(c) Resolve on a share split or similar measure;
(d) Acquire, sell or agree to acquire or sell material shareholdings, businesses or assets, other than customary acquisitions made in the ordinary course of each merging company’s acquisition strategy and not exceeding a total purchase price of SEK 150 million;
(e) Enter into or amend material agreements or incur material additional indebtedness outside the ordinary course of operating its business;
(f) Take measures aimed at negatively affecting the relative value of the merger consideration; or
(g) Amend its articles of association or any other constitutional documents, except as contemplated by the Merger Plan.
If the conditions have not been satisfied and completion has not occurred on or before 30 June 2027, the Merger will not be implemented and the Merger Plan shall cease to have effect, provided that this applies only where the non-satisfaction is of material importance. The Boards may jointly waive conditions in whole or in part, to the extent permitted by law.
The parties have agreed that the 2026 cycle of Multiconsult’s employee share purchase plan and share ownership plan will be carried out before completion.
OTHER CONDITIONS FOR THE MERGER
In addition to shareholder approvals, completion of the Merger is conditional upon satisfaction or, where legally permissible, waiver of the customary closing conditions, including the following:
* Receipt of the required confirmations from the Swedish Companies Registration Office and the Norwegian Register of Business Enterprises
* Receipt of required antitrust and other regulatory clearances
* Admission to trading of the merger consideration shares on Nasdaq Stockholm
* Admission to trading of the Rejlers class B shares on Euronext Oslo Børs
* Approval and passporting of a prospectus, to the extent required
* The Merger not being prevented or materially impeded by law, court rulings, authority decisions or similar circumstances
* No information which is materially inaccurate, incomplete or misleading
* No material adverse change having occurred in respect of either company
* No material breach by either company of its pre-merger undertakings
DUE DILIGENCE
In connection with the preparations for the Merger, Multiconsult and Rejlers have conducted limited, customary and mutual due diligence reviews of certain business, financial and legal information relating to Multiconsult and Rejlers, respectively. During the due diligence reviews, no information that had not previously been disclosed and that would constitute inside information in Multiconsult or Rejlers was shared.
REGULATORY PROCESS
The Merger is expected to require merger control clearances, including from the Norwegian Competition Authority, the Swedish Competition Authority and the Polish Office of Competition and Consumer Protection. To the extent applicable, the Merger is also subject to clearance, or confirmation that clearance is not required, under applicable foreign direct investment screening regulations, including under the Swedish Screening of Foreign Direct Investments Act (Sw. lagen (2023:560) om granskning av utländska direktinvesteringar) by the Swedish Inspectorate of Strategic Products (Sw. Inspektionen för strategiska produkter).
The required clearances must be obtained on terms containing no remedies, conditions or undertakings which, in the opinion of the Boards of Directors, acting in good faith, would have a material adverse effect on the business, competitive or financial position of the Combined Group following completion.
Multiconsult and Rejlers have initiated the work on the relevant regulatory filings and expect the required clearances to be obtained in time to permit completion of the Merger in late 2026 or early 2027. The companies will provide further information regarding the regulatory process and timetable when available.
AGREEMENTS BETWEEN MAJOR SHAREHOLDERS
In connection with the Merger, Peter Rejler and Stiftelsen Multiconsult (each a “Party”, jointly the “Parties'”) have entered into the Shareholders’ Agreement in respect of their shareholding in the Combined Group.
The Shareholders’ Agreement covers board representation, with the board of the Combined Group to consist of at least five (5) shareholder-elected members, expected to be complemented by up to three (3) employee representatives, and each Party is entitled to nominate one (1) member, provided that the Parties’ nominees may at no time constitute a majority of the shareholder-elected members; and a mutual consent requirement in respect of (a) changing the Combined Group’s name, (b) selling or transferring a material part of the Combined Group, (c) delisting the class B shares from Nasdaq Stockholm or Euronext Oslo Børs, and (d) issuing new class A shares, other than rights issues in which each Party may subscribe pro rata to its existing holding of class A shares. The consent requirement constitutes a coordination undertaking between the Parties and does not confer any veto right or ability to force through resolutions in the Combined Group. The Shareholders’ Agreement further covers transfer restrictions, and remedies for material breach.
In addition to the Shareholders’ Agreement, Peter Rejler, Stiftelsen Multiconsult and Jangunnar have entered into agreements to effectuate the Share Exchange in connection with completion of the Merger, as well as first offer rights in connection with a subsequent transfer of class A shares following the Share Exchange (as further described under “Ownership and share class structure” above).
The Swedish Securities Council (Sw. Aktiemarknadsnämnden) has confirmed that the entry into the Shareholders’ Agreement does not cause Peter Rejler and Stiftelsen Multiconsult to be regarded as closely related parties under the Swedish Takeover Act (Sw. lagen (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden), and therefore does not trigger any mandatory bid obligation if their aggregate (but not individual) holdings in the Combined Group following the Merger reach or exceed three tenths of the votes in the Combined Group. The Swedish Securities Council also ruled that the arrangements between Jangunnar and Stiftelsen Multiconsult does not establish a closely related party relationship between Jangunnar and Stiftelsen Multiconsult. For further information, reference is made to the statement from the Swedish Securities Council dated 3 September 2026 (AMN 2026-:44).
INVESTOR PRESENTATION
A virtual investor presentation (the “Investor Presentation”) will be arranged today at 10:00 CEST. Viktor Svensson (President and CEO of Rejlers), Kristin O. Augestad (Interim CEO of Multiconsult), Anna Jennehov (CFO of Rejlers), Rikard Appelgren (Chairman of Multiconsult) and Peter Rejler (Chairman of Rejlers) will be present.
It will be possible to view the presentation via the link https://edge.media-server.com/mmc/p/5fdh5qis. If you would like to ask questions, please join the conference call via phone through the link https://register-conf.media-server.com/register/BI332f978ce85c499ba958e51bff08c556. The links are also available on each company’s website.
AVAILABLE DOCUMENTS
Copies of the Merger Plan, together with its appendices and the auditor statements, are available from, and may be obtained free of charge from the companies. The documents will also be available on the companies’ websites together with the materials from the Investor Presentation: www.rejlers.com and www.multiconsultgroup.com.
FINANCIAL CALENDAR
The financial calendar of Rejlers will be adjusted to that of Multiconsult. Hence, Rejlers’ Q3 report will be published on 3 November 2026.
ADVISORS
DNB Carnegie, a part of DNB Bank ASA, is acting as financial advisor to Multiconsult. Advokatfirmaet Wiersholm AS is acting as Norwegian legal advisor and Advokatfirman Mannheimer Swartling is acting as Swedish legal advisor to Multiconsult in connection with the Merger.
Handelsbanken is acting as financial advisor to Rejlers. Setterwalls Advokatbyrå is acting as Swedish legal advisor to Rejlers in connection with the Merger and Advokatfirmaet Haavind AS is acting as Norwegian legal advisor to Rejlers on Norwegian competition law matters.
Pareto Securities AS is acting as financial advisor to Stiftelsen Multiconsult. Wikborg Rein Advokatfirma AS is acting as legal advisor to Stiftelsen Multiconsult.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Multiconsult
Kristin O. Augestad, Interim CEO (kristin.olsson.augestad@multiconsult.no)
Pål-Sverre Jørgensen, IR (pal.sverre.jorgensen@multiconsultgroup.com)
Rejlers
Viktor Svensson, President and CEO (viktor.svensson@rejlers.se)
Anna Jennehov, CFO (anna.jennehov@rejlers.se)
This information is such insider information that Multiconsult ASA and Rejlers AB (publ) are obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 07:30 CEST on 7 September 2026.
ABOUT MULTICONSULT
Multiconsult is a multidisciplinary engineering and consultancy firm operating across four business areas: Building & Properties, Mobility & Transportation, Energy & Industry and Water & Environment. Multiconsult has operations in Norway, Sweden, Denmark, Poland, the UK and Eastern Africa with more than 4,200 employees. In 2025, Multiconsult reported net operating revenues of approximately NOK 5.7 billion and EBITA of approximately NOK 395 million. Multiconsult is listed on Euronext Oslo Børs and has its registered office in Oslo, Norway. Learn more about Multiconsult at www.multiconsultgroup.com.
ABOUT REJLERS
Rejlers is a leading engineering consultancy with operations in Sweden, Finland, Norway and the United Arab Emirates. We are 3,600 experts with cutting-edge expertise in energy, industry, buildings, infrastructure and defence. Rejlers acts as a catalyst for sustainable transformation and we help our clients meet the challenges of the future. The vision “Home of the Learning Minds” guides the entire Group. In 2025, Rejlers had a turnover of SEK 4.7 billion. Its class B share is listed on Mid Cap, Nasdaq Stockholm. For more information visit www.rejlers.com.
IMPORTANT INFORMATION
For purposes of this disclaimer, “this press release” means this document and its contents, any oral presentation, question-and-answer session and any written or oral materials discussed or distributed in connection with it.
This press release may not be made public, published, released or distributed or otherwise made available, directly or indirectly, in or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa or in or into any other jurisdiction where such action would be unlawful, would be subject to legal restrictions or would require additional information documents, registration or other measures beyond those required under applicable Swedish and Norwegian law. Accordingly, this press release and any other document relating to the Merger must not be sent, mailed, distributed, forwarded or otherwise made available in or into any such jurisdiction. Banks, brokers, dealers and other nominees for persons in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa must not forward this press release or any other document received in connection with the Merger to such persons.
This press release does not constitute a notice to a general meeting, a merger document, a prospectus, an offer to sell or the solicitation or invitation of an offer to buy, acquire or subscribe for securities, or an inducement to engage in investment activity. No securities may be offered or sold in any jurisdiction where such offer or sale would be unlawful before registration, exemption or qualification under the securities laws of that jurisdiction.
Any decision in respect of the Merger, including any investment decision, should be made solely on the basis of the notices convening the relevant general meetings, the final Merger Plan and the merger document, a prospectus or equivalent document and on an independent assessment of the information contained in those documents. Shareholders should inform themselves about, and observe, any applicable legal and regulatory requirements and should seek independent advice regarding the tax consequences of the Merger and the receipt of the merger consideration.
This press release contains forward-looking statements. Forward-looking statements relate to future events and circumstances and may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors, many of which are outside the control of Rejlers, Multiconsult and the Combined Group. Actual results, performance or developments may differ materially from those expressed or implied by such statements.
No assurance is given that any forward-looking statement will prove correct. Forward-looking statements speak only as of the date of this press release, and neither Rejlers nor Multiconsult undertakes any obligation to update or revise them, whether as a result of new information, future events or otherwise, except as required by applicable law or regulation. The reader should, however, consult any additional disclosures that Rejlers or Multiconsult have made or may make. Past performance does not guarantee or predict future performance, and there can be no certainty that the Merger will be completed in the manner or within the timeframe described, or at all.
Note about preliminary combined financial information and basis of preparation
The preliminary combined financial information presented in this press release is provided for illustrative purposes only. The preliminary combined financial information has not been prepared in accordance with IFRS, does not constitute pro forma financial information and has not been audited or otherwise reviewed by the auditors of Multiconsult or Rejlers. Differences in accounting policies or in the definitions of financial measures not defined under IFRS have not been taken into account.
The preliminary combined financial information relates to the twelve-month period ended 30 June 2026 and comprises revenues of SEK 6,767 million for Multiconsult, SEK 4,895 million for Rejlers and SEK 11,662 million on a combined basis, and adjusted EBITA of SEK 428 million, SEK 367 million and SEK 795 million, respectively. The NOK/SEK exchange rate applied was 0.993.
EBITA (earnings before interest, taxes and amortisation) is a financial measure that is not defined under IFRS. Additional information about EBITA and other financial performance measures is available in the companies’ financial reports which are available at www.rejlers.com and www.multiconsultgroup.com, respectively.
Special notice to shareholders in the United States
The Merger described in this press release is a cross-border statutory merger involving Multiconsult, a company incorporated under Norwegian law, and Rejlers, a company incorporated under Swedish law, and is subject to Swedish and Norwegian disclosure and procedural requirements, which differ from those applicable in the United States. The Merger is not structured as a tender offer or exchange offer in the United States. The Rejlers class B shares to be issued as merger consideration have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and are intended to be issued in reliance on Rule 802 under the U.S. Securities Act/an applicable exemption from the registration requirements of the U.S. Securities Act.
Holders of the shares of Multiconsult who are resident in the United States (the “U.S. Holders”) are advised that the shares of Multiconsult are not listed on a U.S. securities exchange, that Multiconsult is not subject to periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”).
Subject to applicable U.S. securities laws, U.S. Holders of Multiconsult shares will be entitled to participate in the Merger on the same terms and conditions as other Multiconsult shareholders. Any information documents published or otherwise made available in connection with the Merger, including the notices convening the general meetings and the merger document, prospectus or equivalent document, as applicable, will be made available to U.S. Holders on a basis reasonably comparable to that on which such documents are made available to other Multiconsult shareholders.
The financial statements and all financial information included herein, or any other documents relating to the Merger may not be comparable to the financial statements or financial information of U.S. companies or companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles.
It may be difficult for shareholders to enforce their rights and any claims they may have arising under the U.S. federal or U.S. state securities laws in connection with the Merger, since Multiconsult and Rejlers are located in countries other than the United States, and some or all of their respective officers and directors are residents of countries other than the United States. U.S. Holders may not be able to sue Multiconsult and Rejlers or their respective officers or directors, in a non-U.S. court for alleged violations of U.S. securities laws. Further, it may be difficult to compel Multiconsult, Rejlers and/or their respective affiliates to comply with judgements rendered by a U.S. court.
The receipt of Rejlers class B shares as merger consideration, and any cash proceeds attributable to fractional share entitlements, by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional adviser regarding the tax consequences of the Merger. Neither Multiconsult, Rejlers nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Merger shall be responsible for any tax effects or liabilities resulting from the Merger.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE REJLERS CLASS B SHARES TO BE ISSUED AS MERGER CONSIDERATION, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER, OR PASSED UPON THE ACCURACY OR COMPLETENESS OF THIS PRESS RELEASE OR ANY DOCUMENTATION RELATING TO THE MERGER. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
U.S. Holders are encouraged to consult with their own advisers regarding the Merger. For purposes of this section “United States” and “U.S.” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia.
1 Final definition to be presented at a later stage.
2 EBITA for Multiconsult includes adjustment for acquisitions in 2025 to achieve comparability.
This information was brought to you by Cision http://news.cision.com
The following files are available for download:
https://mb.cision.com/Public/12394/4392480/b8c59cc99c496452.pdf
Press Release 2026-09-07
https://mb.cision.com/Public/12394/4392480/b256e13db405bdf2.pdf
Investor Presentation 2026-09-07
https://mb.cision.com/Public/12394/4392480/a693edfb501abf75.pdf
Project Nordic Diamond – Merger Plan – Execution version 1 docx
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SOURCE Multiconsult
Technology
TECNO CAMON Slim 5G Launches: A 6.39mm Ultra-Slim Art Piece in Your Palm with Pro-Level Capabilities
Published
20 minutes agoon
September 7, 2026By
Artfully-created colorways, professional-level imaging, and practical AI — all housed in a 6.39mm yet durable body
HONG KONG, Sept. 7, 2026 /PRNewswire/ — TECNO, an innovative AI-driven technology brand, today unveiled the TECNO CAMON Slim 5G, a device that brings CAMON’s imaging capabilities to a 6.39mm slim body. It brings together artful design language, a pro-level imaging system, and a suite of practical AI features — all wrapped in one-of-a-kind artistic colorways. Each TECNO CAMON Slim 5G is not just a phone; it is a work of art you hold in your hand.
6.39mm Ultra-Slim Design: Art in Every Detail
The TECNO CAMON Slim 5G carries forward the iconic swan-neck curve design found in the flagship CAMON 50 series, drawing inspiration from the grace of ballet dancers and the dynamic lines of automotive exteriors. The result is a body that balances motion and strength in its contours.
At just 6.39mm thin, it offers effortless one-handed use while still hosting a 6,000mAh battery easily capable of full-day use. The new model features five artistic colorways – Burgundy Red, Neo Mondrian, Matisse Black, Van Gogh Blue, Rebel Pink – each with its own design soul and craft story:
Burgundy Red couples fiberglass and matte texture, achieving a sophisticated balance between red and brown. The material’s velvet feel gives a polished warmth tailored for those with a discerning eye for aesthetics.
Neo Mondrian uses photochromic technology. The panel appears as minimalist pure white in normal conditions. Under ultraviolet light, color blocks gradually emerge and form the Piet Mondrian’s classic grid composition.
In Matisse Black, a black fiberglass body is punctuated by a fluorescent green embellishment, echoing the jumping color blocks in Fauvist master Henri Matisse’s cut-outs.
Van Gogh Blue recreates the swirling nebula of Van Gogh’s The Starry Night. Using a patterned gradient coating process, the nebula appears to truly rotate across the back cover.
Rebel Pink sees sharp, striking pink accents in a bold black body. Sweet coolness cuts through a composed aura — it is soft allure, but also an unyielding spirit of rebellion.
The colorways, each paying tribute to art masters or reinterpreting classics, ensure that every CAMON Slim 5G is not merely a communication device, but an expression of personal style.
50MP Sony LYTIA™ 700C Ultra-Night Main Camera: Snap Best Moments with Ease
The TECNO CAMON Slim 5G houses a 50MP Sony LYTIA™ 700C Ultra Night Main Camera with a 1/1.56-inch sensor for outstanding light-gathering capability. A closed-loop ball motor achieves faster, more precise autofocus. A triple stabilization system combines Optical Image Stabilization (OIS), AI Electric Image Stabilization (EIS), and AI Shutter to deliver clear, stable shots in low light or action scenes.
Super-Zoom FlashSnap is the signature shooting experience. Without pressing the shutter, AI automatically captures your best moment in life — from concerts and matches to gatherings with friends: the freeze of a dance move, the decisive moment of a soccer strike, or the instant a pet leaps. Supporting up to 2x telephoto snap shooting with shutter speeds as fast as 1/11236 second, it locks in the action even from a distance.
Multi-Focal-Length Portrait offers three classic focal lengths — 24mm, 35mm, and 50mm — from environmental portraits to classic close-ups, catering to different shooting styles. Combined with TECNO Universal Tone full-spectrum skin tone imaging technology, all skin tones are rendered authentically, and night portraits perform equally well.
TECNO Universal Tone is the most advanced AI-powered full-spectrum skin tone imaging technology that integrates TECNO’s industry benchmark multi-skin tone color card and the industry’s largest and most accurate skin tone database.
Launching along with the TECNO CAMON Slim 5G is the TECNO Mag Badge, a magnetic accessory with built-in battery and a 1.73″ AMOLED display. Connecting to the phone via Bluetooth, it could act as a photo gallery badge, a remote shutter control up to 10 meters and a selfie assistant helping with previews and camera switch.
Practical AI: Integrated into Everyday Life
The CAMON Slim 5G comes equipped with a range of accessible AI features spanning productivity, health, and lifestyle.*
AI Snap Poster helps small merchants create professional product posters instantly. Users can photograph an item, and the AI will automatically remove the background and place the product into a selected theme, such as a home interior or beach setting. AI Pet Together generates a single composite portrait from separate photos of a user and their pets.
Moreover, the popular AI LightMaster 2.0 helps users effortlessly restore images by removing shadows, flares, and reflections — turning imperfect shots into polished results. All these functions can be easily found on the zero screen.
For education and professional use, AI Recording Notes in the recorder app transcribes recorded lectures into structured notes and syncs whiteboard photos to the corresponding moments in the audio. AI Class Schedule can be activated in the zero screen, allowing users to import course schedules from paper via screenshot, color-code courses, and display them in a dedicated widget.
For lifestyle needs, AI Healthy Eating analyzes food photos to estimate calories and nutrients, providing personalized meal recommendations. These functions are easily accessible from the zero screen.
Built to Last: Durable and Powerful, as It is Stylish
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SOURCE TECNO
Technology
Half-yearly figures BNG 2026: Greater impact through strong growth in public investment
Published
20 minutes agoon
September 7, 2026By
THE HAGUE, Netherlands, Sept. 7, 2026 /PRNewswire/ — BNG has realised a net profit of EUR 101 million in the first half of 2026. Demand for financing increased significantly and BNG provided EUR 7.3 billion in new long-term lending, well above the EUR 5.3 billion recorded in the same period of 2025. The Bank also made important progress in implementing its Route to More Added Value strategy, including the successful launch of its green loan for housing associations. Through these efforts, BNG is once again making an essential contribution to addressing public investment challenges in a period of geopolitical tensions, economic uncertainty and volatile financial markets. The net interest income showed healthy growth. Nevertheless, profit declined as a result of a substantial negative result on financial transactions. The capital and liquidity position of the bank has remained strong.
EUR 7.3 billion has been provided in new long-term loans, EUR 2 billion more than in the same period of 2025.Net profit of EUR 101 million, down EUR 41 million compared with the same period of 2025 due to the result on financial transactions (hedge accounting).Successful launch of a green loan for housing associations, providing additional support for sustainable investments.EUR 8.6 billion of funding raised, including EUR 4.0 billion in ESG bonds.Further implementation of the Route to More Added Value strategy through a simpler organisational model, increased digitalisation of processes, modernised IT and continued strong capital and liquidity ratios.
‘Despite increasing global uncertainty, we see that our clients are continuing to invest in the major social challenges facing the Netherlands. Social housing associations are building affordable and sustainable homes, municipalities are continuing their investment agenda and the energy transition continues to require substantial investment from all of our public-sector clients. This is reflected in strong demand for affordable financing and results in growth in our lending, the clearest measure of our social impact’, says CEO Philippine Risch. ‘We are also taking the next step with our strategy ‘Route to More Added Value’. We continue not only to be a reliable financier, but also to provide increasingly strong support to our clients as a knowledge partner and to engage at a much earlier stage in addressing societal challenges. With our new green loan for housing associations, affordability and sustainable outcomes are more closely aligned than ever.’
Financial results the first half of 2026
Net profit came to EUR 101 million (first half of 2025: EUR 142 million). Net profit was mainly driven by the net interest result of EUR 262 million (first half of 2025: EUR 246 million). The growth of the loan portfolio and increased interest rates have had a positive effect on earnings.
Commission result amounted to EUR 11 million (first half of 2025: EUR 12 million). The result for financial transactions deteriorated from EUR 3 million negative to EUR 56 million negative, mainly due to hedge accounting effects. The lower contribution from financial transactions largely explains the decline in net profit compared to a year earlier.
The result from impairments on financial assets was positive at EUR 8 million positive (first half of 2025: EUR 7 million positive). This was partly due to a further improvement in credit risk profiles and a decrease in provisions for expected credit losses.
Total assets increased by EUR 10.1 billion to EUR 125.7 billion. The nominal value of our long-term loan portfolio grew by EUR 1.6 billion to EUR 97.3 billion, a new record level. In the first six months of the year, BNG provided EUR 7.3 billion in new long-term loans, considerably more than EUR 5.3 billion in the same period of 2025. Growth was mainly driven by the demand for financing from social housing associations.
Total operating expenses increased by EUR 13 million to EUR 88 million. This was mainly caused by investments in strategic IT investments and operational improvement initiatives.
Despite the lower profit reported for the first half of 2026, the underlying performance remained strong, supported by growth in the loan portfolio, higher net interest income and a further improvement in credit quality. Consequently, BNG maintains a solid financial position.
Strong financial foundations for public investment
BNG attracted EUR 8.6 billion in long-term funding in the first half of 2026. Thanks to its continued good access to the international capital market, the bank was able to successfully implement its funding programme and strengthen its strong liquidity position further.
Liquidity and capital ratios remain well above regulatory requirements. The Liquidity Coverage Ratio (LCR) stood at 221% and the Net Stable Funding Ratio (NSFR) at 145%. The Common Equity Tier 1 ratio stayed at 42% and the leverage ratio was 12%.
From strategy to implementation
BNG took important steps in implementing the strategy ‘Route to More Added Value’ in the first half of 2026. The bank created a simpler and flatter organisational model, with clear responsibilities, more cooperation in customer-oriented value chains and more efficient processes.
In addition, an important step was taken in the further digitisation of the organisation. Investments in technology, data and digital resilience are strengthening BNG’s capabilities and supporting a future-proof service to clients.
The strategy has also been translated into tangible initiatives for clients. For example, BNG introduced a green loan for social housing associations, whereby clients can receive a green bonus if they demonstrably achieve a sustainable impact. This way BNG is stimulating sustainable investments by social housing associations and contributing to their financing.
Looking ahead
For the second half of 2026, BNG expects geopolitical and economic uncertainties to continue and financial markets to remain volatile. At the same time, demand for financing from clients is expected to remain strong, while BNG continues to benefit from a robust funding position, a strong balance sheet and ample liquidity buffers.
Risch: ‘Especially in times of uncertainty, our role is to provide stability and confidence and to ensure that essential investments can continue. With our strong market position, solid financial foundation and clear strategic mission, we continue to invest in our organisation and remain there for our clients at all times through our expertise and financing solutions. We are committed to helping them deliver on their societal objectives. Together, we are creating greater social and environmental value for the Netherlands.’
Read the full interim report at bngbank.nl.
For press inquiries, please contact:
Frederike Versloot, press officer BNG
Email: Frederike.versloot@bngbank.nl
Phone: +31 (0)6 83 64 35 79
View original content:https://www.prnewswire.com/news-releases/half-yearly-figures-bng-2026-greater-impact-through-strong-growth-in-public-investment-302870154.html
SOURCE BNG Bank
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