cyber_Folks Signs Shareholder Agreement with Vercom Founders; Controls Over 40% of Vercom

cyber_Folks has entered into a shareholder agreement (the “Vercom Shareholder Agreement”) with Krzysztof Szyszka and Adam Lewkowicz — shareholders, co-founders, and respectively CEO and Member of the Management Board of Vercom — covering joint voting on key matters at Vercom’s General Meetings, with pre-emption rights on shares between its members. The agreement confirms and unanimously supports the shared vision and development strategy for the owner of the CPaaS platform. The parties to the Vercom Shareholder Agreement jointly control approximately 41% of the shares and votes at the General Meeting. Including cyber_Folks’ personal entitlement as a Vercom shareholder to appoint 2 of 5 Supervisory Board members, the dispersed shareholder base outside the agreement, and the shared credit facility, the Company considers that control over Vercom has been maintained and that full consolidation of Vercom’s results will continue. In addition, cyber_Folks has acquired nearly 253,000 shares from Krzysztof Szyszka and Adam Lewkowicz at a price of PLN 118.5 per share, for a total of approximately PLN 30m.

– As declared following the sale of part of our Vercom shares in early June, we remain the company’s largest shareholder and take a long-term view of this investment. We believe in Vercom’s further growth potential, in the competence of its management team, and in its business model. That is why we decided to acquire shares from Vercom’s leading managers and to enter into a shareholder agreement with them. This agreement confirms the shared vision and strategy for Vercom’s further development and the full, unanimous endorsement of all agreement parties. Additionally, in our assessment it allows us to maintain ownership control over the Company and to fully consolidate its results. The ABB transaction and the signing of the shareholder agreement together mean that cyber_Folks raises PLN 500m for further acquisitions while simultaneously maintaining control over a key company in our ecosystem, said Robert Stasik, Deputy CEO of cyber_Folks.

On 2 June, cyber_Folks raised over PLN 500m through the sale of 4,340,405 Vercom shares in an accelerated bookbuilding process. The transaction is part of the Group’s long-term strategy to build Europe’s largest e-commerce technology ecosystem and to increase the capacity for further acquisitions in the European market. Following the transaction, cyber_Folks retained the right to appoint two members of Vercom’s Supervisory Board and committed to actively supporting the company’s further development. Taking this into account, the Company concluded that control over Vercom was not lost following the ABB process. The signing of the shareholder agreement is confirmation of the declarations made and of the long-term partnership. cyber_Folks will fully consolidate Vercom’s results in the cyber_Folks Group’s consolidated financial statements, as the Company considers that control was not lost at the time of the ABB process.

– We remain a strategic investor with a long-term horizon, consistently building Europe’s leading e-commerce technology group by combining organic growth with an active acquisition strategy. Our track record of successfully integrating acquired companies, our established reputation and trust, and the capital we have secured give us comfort, agency, and significant flexibility in further consolidating the e-commerce market, commented Jakub Dwernicki, CEO of cyber_Folks S.A.

cyber_Folks consistently executes its growth strategy based on organic development and acquisitions that strengthen the Group’s position in key European markets and expand the range of e-commerce technologies offered.