SOPHEON PLC

("Sopheon" or the "Company")

Acquisition of Solverboard accelerates Sopheon growth strategy

Sopheon, the leading international provider of software and services for Enterprise Innovation Management solutions, is pleased to announce the acquisition of the business and assets of Solverlink Limited (trading as Solverboard® "Solverboard"), a UK based cloud-based business specializing in the front-end of innovation management.

Solverboard's multi-tenant, SaaS product is used by both individual innovators and product professionals, and is sold using an online, product-led growth ("PLG") model. Solverboard brings the innovation and product needs of professionals together so that they can focus on addressing front-end innovation challenges, increasing time to value by helping companies dynamically find, align, test and deliver the best innovation and product ideas from employees and customers.

Rationale for acquisition

In our last annual report we noted that Sopheon will be introducing new cloud-based applications this year, providing value to individual and workgroup users in the corporate ecosystem, alongside and integrated with the group's Accolade® enterprise software. These new applications are intended to drive lead generation for Accolade, as well as being stand-alone solutions that solve individual and workgroup productivity needs. The acquisition of Solverboard brings PLG capabilities into Sopheon more rapidly than previously planned, and accelerates this SaaS strategy from both functional and go-to-market perspectives.  Sopheon will continue to offer a free version of Solverboard and a paid subscription with more advanced features. We expect to introduce additional Sopheon products to be sold through the Solverboard channel by the end of the year.

Deal structure and consideration

The transaction is structured as a business and asset purchase. Initial consideration comprises £500,000 in cash and £250,000 in shares issued at £6 per share. An additional, contingent deferred earn-out of up to £1.55 million is payable over the next two years, linked to Annual Recurring Revenue ("ARR") targets. The earn-out consideration will be satisfied by up to £900,000 in shares issued at £6 per share, with the balance in cash. The cash consideration component of the acquisition is being funded out of existing and healthy cash resources. The share consideration elements are subject to lock in and orderly market restrictions.

Since inception, over £3 million has been invested in the Solverboard business and products by Solverboard's founders and management. A new platform was launched in September 2021, and has secured a number of customers to its free tier but is yet to generate material revenues. The costs of the business will be absorbed into Sopheon's current operating plans, through the reprioritization of planned spend.

Greg Coticchia, CEO of Sopheon said: "This acquisition is another step in our mission to provide the most comprehensive innovation system for the world's best companies. As well as its functional capabilities in the front end of innovation, adding Solverboard's expertise immediately brings us deep PLG go-to-market capabilities that were on our development roadmap.  This is the second acquisition of a cloud-native, multi-tenant SaaS solution by Sopheon in the past six months. We look to the Solverboard and ROI Blueprints acquisitions to accelerate Sopheon's shift to a pure play SaaS model and associated ARR growth."

Solverboard founder and CEO Phil Atherton added: "It is very exciting to become part of Sopheon, a leader in the Enterprise Innovation Management space.  Our companies are a perfect fit in vision, purpose and culture.  Solverboard's product-led "go to market" capability for innovation and product professionals is highly complementary to Sopheon's market-leading sales-led enterprise go-to-market capability. We believe this combination will be pretty unique in our sector."

Allotment and issue of shares

Sopheon has allotted 41,667 new Ordinary Shares of 20 pence each in the Company to satisfy the share component of the initial consideration. Application will be made for the new Ordinary Shares to be admitted to trading on AIM and dealings are expected to commence on 23 May 2022. The new Ordinary Shares will rank pari-passu with the Company's existing Ordinary Shares. The total number of Ordinary Shares in issue following Admission will be 10,594,992. The Company does not hold any shares in treasury. Accordingly, the figure of 10,594,992 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA's Disclosure Guidance and Transparency Rules.

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Sopheon, Accolade and Solverboard are trademarks of Sopheon plc. All other trademarks are the property of their respective owners.

About Sopheon. Sopheon (LSE: SPE) partners with customers to provide complete enterprise innovation management solutions including software, expertise, and best practices, that enable them to achieve exceptional long-term revenue growth and profitability. Sopheon provides unique, fully-integrated coverage for the entire innovation management and new product development lifecycle, including strategic innovation planning, roadmapping, idea and concept development, process and project management, portfolio management and resource planning. Sopheon's solutions have been implemented by over 200 customers with over 60,000 users in over 50 countries. Sopheon is listed on AIM, operated by the London Stock Exchange. For more information, please visit www.sopheon.com.