Growens S.p.A.

Highlights:

• Arrowhead is updating its coverage on Growens S.p.A. with a fair value bracket of €6.69 – €8.17 (Share Price on June 27, 2023: €6.40) based on Discounted Cash Flow Valuation and Comparable Company Valuation.
• Growens S.p.A. (“Growens” or “the Group”) is a vertically integrated Cloud Marketing Technologies business operating in two business lines: CPaaS, represented by a leading SMS technology company, Agile Telecom, and SaaS made up of four businesses: BEE, Datatrics, MailUp + Contactlab, and Acumbamail, in the areas of Content Design, Marketing Analytics, and Multi-Channel Marketing Automation.
• Growens signed a binding agreement to sell its MailUp + Contactlab and Acumbamail business units (collectively Email Service Provider) to TeamSystem S.p.A. for a total consideration of €70 million. The approximate timeline to complete the transaction is the end of June 2023.
• Growens is focused on developing new capabilities and features for BEE through increasing R&D, sales, and marketing efforts and by acquiring businesses that complement BEE. The Group plans to invest most of the proceeds from the sale of the Email Service Provider business to fast-track BEE’s development.
• Agile Telecom is the Group’s largest business with 370+ telecom partnerships worldwide. The company is focusing on marketing its platform to onboard new customers. Agile is likely to continue being the Group’s top cash generator over the coming years and the principal source of growth capital for the Group’s other companies.
• BEE is likely to be Growens’ principal growth driver going forward, with significant growth expected in the coming years. BEE is currently the Group’s fastest-growing business unit with 59.0% YoY revenue growth in 2022 and 25.2% YoY in Q1’2023. Growens expects BEE to become its flagship business going forward and continue growing significantly to become a €10 million to €15 million sales business in the next few periods.

Focus on acceleration of future growth and development of BEE

Highlights:

• Deal perimeter: MailUp, Contactlab, Acumbamail, MailUp Nordics and Globase
• Call of the general shareholders’ meeting, ordinary and extraordinary session, to approve the transaction and subsequent amendments to the By-Laws, on 9 March 2023
• Right of withdrawal at 4.39 Euro per share
• Closing: tentatively within June 2023

Highlights:

Strategic Rationale:

• Derisking of Group position in mature business
• Consistent cash-in
• Focus on development of BEE
• Provide return to stakeholders
• Fundamental change of business under EGM Regulations for Companies

Deal Consideration:

• Sale of
  • MailUp business (carve-out from Growens)
  • 100% of Contactlab S.p.A.
  • 100% of Acumbamail S.L.
  • 100% of MailUp Nordics/Globase
• Euro 70 million total gross consideration (subject to closing adj)

Key Milestones:

• Signing February 2, 2023
• GSM March 9, 2023
• Closing by end of June 2023
• Conditions precedent:
  • carve-out of MailUp business from Growens
  • GSM ordinary/extraordinary
  • Golden Power and Antitrust greenlight

Highlights:

• as per the SaaS (Software as a Service) business line, an ARR of 29.8M EUR as of December
  2022, including Contactlab’s recurring revenues, growing 28.6% vs the same data of 2021 (or
  14.5% organic)
• as per the CPaaS (Communication Platform as a Service) business line, gross sales growing 21.3%
  in Q4 2022 at 16.2M EUR, vs 13.4M EUR in Q4 2021 and a FY 2022 preliminary sales figure at
  64.9; EUR, growing 41.6% over FY 2021

Highlights:

Innovation:

• Fast-growing industry: Technology / cloud software / marketing technology (SAAS)
• From messaging (Email, SMS) to mobile content creation and omni-channel predictive marketing automation

Growth:

• Revenues 3y CAGR +21%
  • +51% FY 2019 (organic +46%)
  • +7% FY 2020 (organic)
  • +9% FY 2021 (organic)
  • +40% 1H 2022 (organic +35%)
• 6 acquisitions in 8 years

Global Expansion:

• International revenues from 10% to 64% since IPO
• Serving ca. 26.000 B2B clients (+650,000 free users) in 115+ countries
• 450+ employees in 3 continents

Highlights:

• Growens today announces an update to the Datatrics Customer Data Platform, the AI- powered predictive marketing platform developed by the Business Unit of the same name, thanks to the introduction of two new features: Audience 2.0 and Touchpoint Builder
• Established in the Netherlands and acquired by Growens in 2018, Datatrics has completely updated the core software for its Customer Data Platform (CDP) with Audience 2.0.
• By taking advantage of advanced Artificial Intelligence technology in a simple and intuitive way, e-commerce players can now have a better and more complete picture of their customers, as well as easily create segments generated by the Audience algorithm based on the buyer phase a customer is in and their preferred persuasion method