Acenta Group completes the acquisition of Padelappen and executes payment of the first tranche

Acenta Group AB ("Acenta Group" or the "Company") announced on June 24, 2025, that it had entered into an agreement to acquire the business assets of Padelappen Sweden AB ("Padelappen" / the "Seller"). Acenta Group today announces that all closing conditions have now been met and that the Company completes the acquisition. In connection with the closing, a directed set-off share issue has been carried out to the Seller corresponding to the first tranche of the purchase price, amounting to SEK 500,000.

Background
Acenta Group's objective is to create a comprehensive experience encompassing all aspects of padel - where products, services, tournaments, and social interactions are seamlessly integrated in a digital environment. Through the acquisition of Padelappen, the Board considers that Acenta Group takes a decisive step towards building the world's most complete digital ecosystem for padel. Padelappen is a well-established technical solution that simplifies and enhances the experience for players, clubs, and organizers, offering features such as booking, rankings, tournament management, and integrations with external systems. With more than 18,400 downloads, the app represents a significant user base that further strengthens Acenta Group's digital presence.

The total purchase price of the acquisition amounts to SEK 1.8 million and will be settled through newly issued shares in two tranches. The first tranche of SEK 500,000 is paid through a directed set-off share issue to the Seller upon completion. The shares are issued based on a valuation of Acenta Group of SEK 40 million as of 24 June 2025, which at that time corresponded to a premium of approximately 39 percent. The newly issued shares are subject to a lock-up period of six months.

The second tranche of the purchase price, amounting to SEK 1.3 million, will also be settled through newly issued shares on 1 March 2026 at a subscription price based on the volume-weighted average share price during the ten trading days immediately preceding the date of issuance. These shares will be subject to a lock-up period of three months. As part of the deal, SEK 300,000 has been specifically allocated by the Seller for further development and adaptation of the technology to be fully integrated into Acenta Group's digital ecosystem. 

Set-off share issue and dilution related to the first tranche
As payment for the first tranche of SEK 500,000, the Board of Directors has resolved on a directed set-off share issue to the Seller of 50,200 shares at a subscription price of SEK 9.96 per share. The resolution was made pursuant to the authorization granted by the Annual General Meeting on 13 March 2025. Based on the current share capital and number of shares, the directed set-off share issue results in an increase in the number of shares from 4,017,041 to 4,067,241 and an increase in share capital from SEK 2,510,650.625 to SEK 2,542,025.625. The dilution amounts to approximately 1.23 percent based on the current number of shares in the Company.

The reason for deviating from the shareholders' preferential rights is to fulfill the agreement entered into with the seller, Padelappen Sweden AB. The Board of Directors considers it beneficial for the Company's financial position and in the best interest of the shareholders to utilize the opportunity to pay the purchase price in the form of shares instead of cash. The Board further assesses that a share issue with deviation from the shareholders' preferential rights is in the interest of the Company and all of its shareholders, thereby justifying the deviation from the general rule that new share issues should be carried out with preferential rights for shareholders.

The subscription price has been determined through negotiations with the subscriber and corresponds to a valuation on Acenta Group of SEK 40 million, in accordance with the press release announced on 24 June 2025. As of 24 June 2025, this represented a premium of approximately 39 percent. The subscription price is considered market-based by the Board of Directors. 

About Padelappen
Padelappen is a digital application used by players, clubs, and organizers for booking, rankings, tournament management, and community features. The platform serves as a foundation for Acenta Group's continued digital expansion and contributes to creating a comprehensive experience for all stakeholders in the padel ecosystem. 

"The completion of the Padelappen acquisition marks an important step in our digital growth journey. By integrating the platform into our ecosystem, we not only strengthen our offering but also create a scalable foundation for new services and revenue models. The strong existing user base provides us with a head start, and we see significant opportunities to further develop the functionality and create unique value for players, clubs, and partners. This acquisition is a central piece of our ambition to build the world's most comprehensive digital ecosystem for padel," says Håkan Tollefsen, CEO of Acenta Group. 

For further information, please contact:
Håkan Tollefsen, CEO
E-mail: [email protected]
Phone: +47 99050011 

This document is a translation of the original Swedish press release. In case of any discrepancies, the Swedish version shall prevail.

About Acenta Group AB - www.acenta.group
Acenta Group is an international sport-tech platform for padel - offering a comprehensive ecosystem that combines courts, products, tournaments, e-commerce, community, and digital services. By taking a holistic approach, the company contributes to the growth of the sport and makes padel more accessible, engaging, and professional for all stakeholders.

The operations include the purchase, sale, installation, and customization of padel courts, combined with ongoing service agreements that generate recurring revenue. Through its own brand Peliga (www.peliga.com) and the e-commerce platform Sport of Padel (www.sportofpadel.com), Acenta distributes products to consumers, businesses, clubs, and resellers - with a focus on functionality, design, and reliability.

Acenta Group is also developing a comprehensive digital solution for padel - a platform that integrates tournaments, bookings, ranking systems, e-commerce, offers, and community features in a single app. The platform is built with an open API to enable integrations with external systems and to support scalable and data-driven services for players, clubs, and commercial partners.

Acenta Group also organizes the international competition series Acenta Padel Tour (www.acentapadeltour.com), which, together with Team Acenta, serves as a dynamic platform for visibility, engagement, and product launches in the most relevant padel environments.

Acenta Group is listed on Nasdaq First North Growth Market under the ticker PADEL. Certified Adviser for Acenta Group is G&W Fondkommission.