Münster, December 30, 2022: Vectron Systems AG (Vectron), a leading provider of intelligent, digitized POS systems consisting of hardware, software and cloud services, with a focus on the food service and bakery industries, today acquired 100% of acardo group ag as well as 100% of acardo activation GmbH (together acardo).

With a total of 120 employees, the specialist for couponing and other innovative sales promotion concepts is active in the food retail, drugstore, pharmacy and cinema sectors. The company, headquartered in Dortmund, Germany, is considered a pioneer in coupon marketing. For example, 20 years ago the company introduced electronic coupon clearing in Germany for the first time and connected various checkout systems in the process. Other innovations include check-out couponing, in which coupons are issued at the checkout - depending on the shopping basket.

Most recently, acardo has been able to benefit from the increasing digitization in the retail sector. As a close partner to the retail sector, acardo markets various retailer apps to the consumer goods industry, but also operates its own coupon and cashback apps with "Couponplatz" and "Scondoo". acardo also implements the well-known competitions in the crown corks of various beverage manufacturers.

Its customers and partners include more than 30,000 retail acceptance points and over 600 leading brands from the consumer goods, health care and entertainment industries, including Coca-Cola, Nestlé, Unilever, Warner Bros.
For the fiscal year 2023, acardo's management expects revenues of around EUR 12.5 million and an operating result (EBITDA) of around EUR 2.8 million according to the accounting method HGB.
As acardo will take on a strategic role within the Vectron Group with its activities in the future, it is planned that the current acardo Management Board member and founder, Mr. Christoph Thye, will additionally hold a Management Board mandate on the Vectron Management Board.

The payment for the acquisition will be made in two parts: In the first installment, a fixed purchase price of EUR 10.0 million will be due, which will be partly financed by a vendor loan and partly from Vectron's liquidity, whereby the liquidity was additionally strengthened by an advertising cost subsidy in the amount of millions from a pre-supplier.

The second part of the purchase price is due in fiscal 2026 as an earn-out, the amount of which depends in particular on the average EBIT results achieved by acardo in fiscal 2024 and 2025. The major component (earn-out 1) lies in an earnings-dependent range of at least EUR 4 million to a maximum of EUR 25.0 million. Achieving this maximum amount requires acardo to drastically increase its average EBIT in fiscal years 2024 and 2025 compared to the planning in 2023. A further, smaller purchase price component (earn-out 2) is linked to acardo's after-tax results.

As a result of the acquisition and the announced cost savings at Vectron, the Vectron Group expects to return to the black in 2023 despite the still challenging market situation. A detailed plan, which will then already take the acquisition into account, will be published as soon as the figures are consolidated according to IFRS accounting.

"With this acquisition, Vectron makes itself significantly less dependent on the volatile business with POS systems, as in the future the revenues will be divided between the three areas of POS systems, the continuously expanded digital value-added services and the marketing services of acardo, which are now complemented by the acquisition. While in the core business of POS systems the focus will remain on expanding recurring revenues, which are predominantly generated with payment and digital value-added services, Vectron will reduce its dependence on the hospitality industry through acardo's retail focus," says Vectron founder and CEO Thomas Stümmler.

"We see great potential for sales promotion and couponing in Vectron's target sectors of gastronomy and bakery. The POS system is the key to successful digitalization here. With Vectron, we have the best partner to quickly introduce our couponing solutions in these industries, which are new to us. For example, for the first time we can implement couponing campaigns for our beverage suppliers, which take place in both food retail and gastronomy," Christoph Thye, founder and CEO of acardo group ag, is pleased about the successful merger.

About Vectron Systems AG:
With more than 240,000 installations, the listed Vectron Systems AG is one of the leading European manufacturers of POS systems. Stable hardware combined with flexible, reliable software has made Vectron a market leader within the hospitality and bakery industries in German-speaking countries. Several hundred specialist trade partners distribute the products internationally. Digital Cloud Services are offered under the brand names myVectron and bonVito. The spectrum ranges from loyalty and payment functions to online reservations and online reporting. All the services are directly connected to the POS system, making it the core data center. More information available at www.vectron.de.

About acardo group ag:
acardo is one of the leading providers of consumer activation in Germany. For more than 20 years, acardo has been developing innovative MarTech solutions and sales promotion concepts for the food retail, drugstore, non-food, entertainment and health care sectors. The 120-strong team based in Dortmund implements several thousand promotions per year. acardo offers its customers a full service, from conception and technical implementation to clearing. In coupon clearing, acardo manages a dense network of more than 30,000 stores, consisting of grocery stores, drugstores, cinemas and pharmacies. Customers include the largest companies in their respective industries, such as EDEKA, Müller, Nestlé, Unilever, Kellogg's, Krombacher, Coca-Cola, PEPSI, Beiersdorf, Hexal, CinemaxX, Cineplex, Universal and Warner Bros.


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