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Brady Corp. (BRC) Reports Tender Offer to Acquire Nordic ID Oyj for EUR3.30/Sh

April 15, 2021 5:50 AM EDT

Brady Corporation (NYSE: BRC) (“Brady”) and Nordic ID Oyj (NORDID) (“Nordic ID” or the “Company”) today announced that they have entered into a definitive transaction agreement pursuant to which Brady will launch an all-cash tender offer in Finland to acquire all of the outstanding shares of Nordic ID for EUR 3.30 per share, which equates to a total equity purchase price of EUR 8.1 million (USD 9.7 million), plus the assumption of external debt of approximately USD 3 million. Brady Corporation will fund the transaction with cash held outside the United States.

Nordic ID was founded in 1986 and is headquartered in Salo, Finland, and is publicly traded on the Nasdaq First North Growth Market of Nasdaq Helsinki Ltd. The Company specializes in RFID readers, scanners, and the associated software to power track and trace applications within the industrial setting. Nordic ID provides a solution that brings a digital identity to every component of a product by enabling customers to track and analyze the movement, status and location of products while generating intelligent data throughout the manufacturing process. Brady is a leader in high-performance niche application industrial printers and materials, and the acquisition of Nordic ID positions Brady as a full-service provider of printer and material expertise with Nordic ID’s readers, scanners and software. Brady expects to retain Nordic ID’s headquarters and RFID center of excellence in Salo, Finland while expanding its addressable market through the utilization of Brady’s global footprint.“The acquisition of Nordic ID allows Brady to diversify and expand our presence in RFID into attractive new markets with faster organic growth rates,” said Brady President and Chief Executive Officer, J. Michael Nauman. “Nordic ID has excellent technology and a complementary product offering to Brady that will help us expand in the fast-growing end markets of track and trace in industrial settings. We intend to increase the R&D efforts at Nordic ID to accelerate new product introductions and to expand its product offering both within and outside of Europe. Nordic ID’s technology combined with Brady’s leading market position in niche application industrial printers and materials make this an attractive business combination in the fast-growing arena of track and trace applications within the industrial setting.”Juuso Lehmuskoski, CEO of Nordic ID stated, “We have expanded and enhanced Nordic ID’s technology by providing solutions that enable our customers to manage their business processes based on intelligent data, which brings transparency to their manufacturing processes and predictability to their operations. The sale of Nordic ID to such a highly-regarded market leader in identification solutions presents an unparalleled opportunity for future growth of the Nordic ID solution to a broad set of customers.”Brady expects this acquisition to be slightly dilutive to earnings per diluted share for the remainder of the fiscal year ending July 31, 2021. The transaction is expected to close during the fourth quarter of fiscal 2021. The conditions of the tender offer are being published as required by Finnish disclosure procedural requirements concurrently with this press release. Following successful completion of the tender offer, if Brady has acquired more than 90% of the outstanding shares of Nordic ID, it intends to initiate compulsory redemption proceedings in accordance with the Finnish Companies Act to acquire any remaining shares. Brady intends to take action to delist Nordic ID’s shares from Nasdaq First North Growth Market of Nasdaq Helsinki Ltd. as soon as practicable after completion of these transactions.This press release is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to tender offer documentation or otherwise.

Nordic ID is incorporated in Finland and listed on Nasdaq First North Market of Nasdaq Helsinki Ltd. and any offer for its securities will be subject to Finnish disclosure and procedural requirements, which differ from those that are applicable to offers conducted solely in the United States. The transactions described above will be structured to comply with Finnish and U.S. securities laws and regulations applicable to transactions of this type.



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