NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. FOR FURTHER INFORMATION, PLEASE SEE THE “IMPORTANT INFORMATION” BELOW.

Because extraordinary general meetings of ACQ Bure AB and Yubico AB on 20 June 2023 approved the merger of the two companies, ACQ Bures's half-year report for the period January – June 2023 is supplemented today with Yubico's half-year report for the corresponding period. Both reports are summarized in this press release and attached in their entirety.

ACQ Bures’s development January – June 2023

April - June 2023

  • The result has been charged with costs attributable to the merger with Yubico AB.
  • Operating profit was SEK -42.9M (-2.4).
  • Financial income and expenses were SEK 26.7M (0.0).
  • Profit after tax was SEK -16.2M (-2.4).
  • Earnings per share were SEK -0.46 (-0.07).

January - June 2023

  • On April 19, 2023, the merger between ACQ and Yubico was announced.
  • Extraordinary general meetings of ACQ Bure AB and Yubico AB on June 20, 2023 decided to approve the merger of the two companies.
  • The planned merger is expected to be approved by the Swedish Companies Registration Office in September 2023, after which trading in the merged company’s shares will start on the Nasdaq First Growth Market on or about September 20.
  • In conjunction with the merger, ACQ Bure will be renamed Yubico. For further details, please see www.acq.se/investerare/fusion.
  • Cash and cash equivalents amounted to SEK 3,424.6M (3,435.6) on 30 June 2023.
  • Operating profit was SEK -45.4M (-4.9).
  • Financial income and expenses were SEK 38.3M (0.0).
  • Profit after tax was SEK -7.0M (-4.9).
  • Earnings per share were SEK -0.20 (-0.14).

Henrik Blomquist, CEO of ACQ Bure comments:
Given that ACQ Bure’s and Yubico's owners have now approved the merger between the companies, today, in addition to the half-year report from ACQ Bure, we are also publishing Yubico’s report for the first half of the year, January - June 2023 below in this press release and attach the half-year report adopted by Yubico's board. The merger is expected to be completed in September 2023 when ACQ Bure intends to change its listing venue to Nasdaq First North Growth Market and change its name to Yubico.

Yubico's development January – June 2023

April - June 2023

  • Net sales increased by 23.2 percent to SEK 454.6 (369.1) million, corresponding to an increase of 16.2 percent in local currencies. 
  • Subscription sales accounted for 13.7 (8.9) percent of net sales. 
  • Gross profit amounted to SEK 390.6 (312.7) million, corresponding to a gross margin of 85.9 (84.7) percent. 
  • EBIT amounted to SEK 100.8 (61.7) million, corresponding to an EBIT margin of 22.2 (16.7) percent. 
  • Bookings decreased by 29.0 percent to SEK 406.4 (572.1) million, corresponding to a decrease of 34.9 percent in local currencies, as a result of unusually high bookings last year. 
  • Subscription bookings accounted for 14.8 (17.9) percent of bookings. 
  • ARR (annual recurring revenue) amounted to SEK 242.8 (156.2) million, an increase of 55.4 percent. 

January - June 2023

  • Net sales increased by 24.9 percent to SEK 873.6 (699.3) million, corresponding to an increase of 16.5 percent in local currencies. 
  • Subscription sales accounted for 13.1 (7.4) percent of net sales. 
  • Gross profit amounted to SEK 752.4 (590.8) million, corresponding to a gross margin of 86.1 (84.5) percent. 
  • EBIT amounted to SEK 174.2 (74.3) million, corresponding to an EBIT margin of 19.9 (10.6) percent. 
  • Bookings decreased by 13.7 percent to SEK 756.2 (876.7) million, corresponding to a decrease of 21.0 percent in local currencies, relating to unusually high bookings in the second quarter last year. 
  • Subscription bookings accounted for 11.5 (13.3) percent of bookings. 

Mattias Danielsson, CEO of Yubico, comments on Yubico's development:
Q2 marks another strong quarter for Yubico. Our business is developing well, and fully in line with our earlier guidance in May. Net sales in Q2 2023 increased by 23 percent year-over-year to SEK 455 million, corresponding to an increase of 16 percent in local currencies. Gross margin remained at a healthy 86 percent level, and EBIT improved considerably compared to last year, amounting to SEK 101 million compared to SEK 62 million in Q2 2022. This corresponds to an EBIT margin of 22 percent. 

As communicated earlier, bookings in Q2 2022 were unusually high, due to a very large order from one customer. Q2 2023 did not include any extraordinary orders, which explains why orders were lower than last year. Normally, the second half of the year is the strongest in terms of bookings. 

Yubico added SEK 24 million in net new Annual Recurring Revenue (ARR) during Q2 2023. Total Annual Recurring Revenue stood at SEK 243 million at the end of Q2 2023. 

During H1 2023, Yubico grew its inventory by SEK 185 million. This is part of a strategy to reduce lead times and secure sufficient stock levels of critical components which was initiated in late 2022. We expect this build-up to be completed during 2023. 

Webcast/teleconference 
ACQ and Yubico will hold a webcast/conference call today, August 11, 2023, at 10:00 CEST. Henrik Blomquist, CEO of ACQ, Mattias Danielsson, CEO of Yubico, Camilla Öberg, CFO of Yubico and Stina Ehrensvärd, Chief Evangelist & Co-Founder of Yubico, will present and answer questions. 

To participate in the conference, click on the following link https://ir.financialhearings.com/acq-yubico-q2-2023. Via the webcast, you can ask written questions. If you wish to ask questions verbally, please register on the following link: https://conference.financialhearings.com/teleconference/?id=5007411. 

Quarterly reports
The complete interim report for ACQ Bure for the period January to June 2023 is available at https://www.acq.se/investerare/finansiella-rapporter. The complete interim report for Yubico for the period January to June 2023 is available at www.acq.se/investerare/fusion.

For additional information, please contact:

Henrik Blomquist, CEO ACQ Bure
+46 (0) 70 824 44 74
henrik.blomquist@acq.se

Mattias Danielsson, CEO Yubico
+46 (0) 70 287 00 03
mattias@yubico.com
 
Johan Hähnel, Investor Relations
+46 (0) 70 605 63 34
johan.hahnel@comir.se

This information is information that ACQ Bure AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation and the Securities Markets Act. The information was submitted for publication, through the agency of the contact persons set out above, at 2023-08-11 08:30 CEST.

About Yubico

Yubico is a global leading provider of hardware-based multi-factor authentication solutions. The company’s mission is to make secure login easy and available for everyone. Since the company was founded in 2007, Yubico has been a leader in developing global standards for secure access to computers, mobile devices, servers, browsers, and internet accounts. Yubico is a creator and core contributor to the FIDO2, WebAuthn, and FIDO Universal 2nd Factor (U2F) open authentication standards, and is a pioneer in hardware-based authentication.

Yubico’s hardware-based security key, YubiKey, is a leading solution for protection against phishing attacks, and works across hundreds of consumer and enterprise applications and services. Yubico’s technology enables secure authentication, encryption, and code signing and is used by many of the world’s largest organizations and millions of users in more than 160 countries.

Yubico is privately held, with presence around the globe and its offices in, inter alia, Santa Clara, San Francisco, Seattle area, and Stockholm. For more information, please visit: www.yubico.com.

About ACQ

ACQ Bure AB (Publ) ("ACQ") is a Swedish acquisition company, a so-called Special Purpose Acquisition Company (SPAC) established on the initiative of Bure Equity AB. ACQ aims within 36 months to acquire a private company that can create value for its shareholders over time. Potential target companies include Nordic, sustainable quality companies with an enterprise value of approximately SEK 3-7 billion.

Important information

The release, publication or distribution of this press release may, in certain jurisdictions, be restricted by law and persons into whose possession this press release or any information referred to herein comes should inform themselves about and observe any such restrictions. This press release is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia, the “United States”), Australia, Canada, Hong Kong, Japan, South Africa or any other jurisdiction where such release, publication or distribution would constitute a violation of the relevant laws or regulations of such jurisdiction.

This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Hong Kong, South Africa or any other jurisdiction in which such offers or sales are unlawful (the “Excluded Territories”).

The securities referred to in this press release have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or under the securities laws of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. Subject to certain limited exceptions, the securities referred to in this press release are being offered and sold only outside the United States. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. In addition, the securities issued in connection with the offering have not been and will not be registered under any applicable securities laws of any state, province, territory, county or jurisdiction of the other Excluded Territories. Accordingly, such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Excluded Territories or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction.

The ACQ shares are not listed on a U.S. securities exchange and ACQ is not subject to the 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”) thereunder. The ACQ shares have not been and will not be listed on a U.S. securities exchange or quoted on any inter-dealer quotation system in the United States. Neither ACQ nor Yubico intends to take any action to facilitate a market in the ACQ shares in the United States.

The merger referred to in this press release (the “Transaction”) is proposed to be effected by means of a statutory merger under Swedish law. This press release, and any other documents relating to the proposed Transaction, have been, or will be, prepared in accordance with Swedish law, the Swedish Companies Act and Swedish disclosure requirements, format and style, all of which differ from those in the United States. The Transaction is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Exchange Act. Accordingly, the Transaction is subject to the disclosure and procedural requirements of, and practices applicable in, Sweden to statutory mergers, which differ from the disclosure and procedural requirements of the U.S. tender offer and proxy solicitation rules.

Neither the SEC nor any U.S. state securities commission has approved or disapproved the Transaction or the ACQ shares to be issued in connection therewith, passed upon the merits or fairness of the Transaction, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in this press release. Any representation to the contrary is a criminal offence in the United States.

Financial statements, and all financial information that is included in this press release or any other documents relating to the Transaction, have been or will be prepared in accordance with the Swedish Accounting Standards Board’s general advice (BFNAR 2012:1) on annual accounts and consolidated accounts (K3) or other reporting standards or accounting practices which may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS), as adopted by the EU or the International Accounting Standards Board (IASB), or generally accepted accounting principles in the United States (US GAAP).

The receipt of cash and ACQ shares by U.S. holders of Yubico common shares 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 holder of shares and warrants (including US options) in Yubico is urged to consult their independent professional adviser immediately regarding the tax consequences of the Transaction applicable to them.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction.

In the United Kingdom, this press release and any other materials in relation to the securities described herein is being distributed only to, and is directed only at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of the United Kingdom version of the Prospectus Regulation which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new securities. Any investment decision to acquire or subscribe for securities in ACQ or Yubico must be made on the basis of all publicly available information relating to ACQ and Yubico and their securities, respectively. Such information has not been independently verified by Skandinaviska Enskilda Banken AB. Skandinaviska Enskilda Banken AB is acting for ACQ in connection with the Transaction and no one else and will not be responsible to anyone other than ACQ for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.

This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation for any investors' decisions regarding the Transaction, ACQ or Yubico. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information.

Forward-looking statements
This press release contains certain forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although ACQ believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements.

The combined company’s actual results of operations, including the combined company’s financial condition and liquidity and the development of the industry in which the combined company operates, may differ materially from and be more negative than those made in, or suggested by, the forward-looking statements contained in this press release. Factors, including risks and uncertainties that could cause these differences include, but are not limited to risks associated with implementation of the combined company’s strategy, risks and uncertainties associated with the combined company’s ability to develop new services and enhance existing services, the impact of competition, changes in general economy and industry conditions, and legislative, regulatory and political factors.

The information, opinions and forward-looking statements contained in this press release speak only as at its date and are subject to change without notice. ACQ does not undertake any obligation to review, update, confirm or release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this communication.

Attachments

ACQ Bure 2Q 2023 EN
Yubico 2Q 2023 EN

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