Warm welcome to this joint press conference of Corten Capital, Matrix42, and Efecte. My name is Tero Huovinen, and will be the moderator in this conference. The reason for this is the voluntary recommended public cash tender offer for the shares of, and stock options of Efecte, announced yesterday. Before introducing our speakers, I make a quick note on the disclaimer. It's time to move on to the main program and introducing the presenters of this morning and for some noon or afternoon. We have four speakers from the companies, and the presentation part will be started by Joe Schull, the Managing Partner and Co-founder of Corten Capital, and Joe will be followed by Al Monserrat, the Chair of Matrix42. Then from Efecte, we have the Chair of the Board, Pertti Ervi, and the CEO, Niilo Fredrikson. And one final remark before we kick off the presentations, feel free to send us questions during the presentation part through the chat functionality of this webcast. But now it's time to start, and I leave the floor or the line to Joe. Please go ahead. Good morning. My name is Joe Schull. I'm Co-founder and Managing Partner of Corten Capital, and I'm delighted to be with you today to present our offer for Efecte. We're here because a portfolio company of Corten Capital has made an offer for all of the outstanding shares and stock options in Efecte. Efecte and Matrix42 are two extremely complementary businesses who share an aligned strategy to become a European service management champion. The two companies have very complementary products, as well as customers and partners, and their strategic combination will provide an enlarged market opportunity, as well as presence for the combined businesses, and enhanced resources for technology and product innovation so that we can serve our customers better. The offer price is at EUR 15 in cash per share, which represents a very strong premium of 91% compared to the closing price of Efecte on the seventeenth of January. So that's why we're here today. A little bit of background on our firm and Matrix42. Corten Capital is a specialist investor focused exclusively on B2B software and services. We partner with entrepreneurial management teams to build market-leading B2B software services and information companies across Europe and North America. Matrix42 is a portfolio company of Corten Capital. We acquired Matrix42 in July 2021. It is headquartered in Germany and is a B2B software provider that makes managing a digital workspace easy through a suite of enterprise service management, software asset management, and unified endpoint management software solutions targeted at mid-sized organizations across Europe. European 24 Bidco, Bidco is the entity being used by Matrix42, with capital support from Corten Capital, to make an offer for Efecte. I'll now pass on to Matrix42's Chair, Al Monserrat. Al, you're on mute. You- Good morning. I'm Al Monserrat, Chair of the Board of Matrix42, and it is a pleasure to be here to share information with you about this offer. Matrix42 and Corten Capital view Efecte as a highly complementary acquisition due to its strong reputation, its leading position in the Nordic markets, and its world-class team of service management professionals. Most importantly, all three companies share the vision of creating a European service management software champion. Matrix42 and Efecte have a focus on mid-market and enterprise customers requiring service management solutions, and both companies achieve very high customer satisfaction marks, thanks to their solutions' rich and extensive functionality that can be rapidly deployed and easily adapted to customer needs. Both companies also have an aligned strategy, complementary products, and serve complementary geographies. We are very impressed with how Efecte has built a market-leading position in Finland since its foundation in 1998, and in recent years, it has developed a growing commercial footprint in Sweden, Germany, and Poland. In the next slide, I want to share with you some background on Matrix42. Matrix42 was established in 1992 and currently has approximately 350 employees. The company is a provider of an integrated suite of enterprise management, IT asset management, and secure unified endpoint management software. The company is headquartered in Germany and has a market presence that spans German-speaking countries, broader Europe, and the Middle East. The customer base spans across multiple verticals, including manufacturing, healthcare, public sector, finance, tech, retail, and services.... Matrix42 has been majority-owned by Corten Capital since 2021. On the next slide, we share with you why we believe that the combination of both companies significantly increases their market strength and presence. In what is a very competitive market, both companies together will be able to increase their ability to deliver rapid innovation, high value, and high customer satisfaction to existing customers, as well as win new customers. Together, the combined company would have approximately 4,700 customers, over 550 employees, and a presence in over 30 countries. We believe this gives us a much bigger footprint and a much stronger ability to compete in this competitive, rapidly growing market. This is why we have put together a strong offer for the company. In this next slide, you can see that the EUR 15 share price reflects a nearly 91% premium over Efecte's trading price on the last trading day, immediately preceding the announcement of the offer. This tender offer values Efecte's total equity at approximately EUR 100 million. We have already had an excellent response to our offer. Key shareholders holding 44.1% of outstanding shares and options have irrevocably committed to accept the offer. Several of Efecte's key shareholders, alongside all members of the leadership team, including CEO Niilo Fredrikson and the Chair, Pertti Ervi, who you will hear next, have irrevocably undertaken to accept the tender offer. These shareholders represent approximately 44.1% of all outstanding shares and options in Efecte. The tender offer is conditional on securing at least 90% of all outstanding shares and votes in Efecte. Completion of the tender offer is subject to achieving the acceptance threshold and receiving Finnish foreign direct investment approval. And now, to provide you with some additional detail, let me introduce Pertti Ervi, Chair of the board of Efecte. Hello, everyone. Pertti Ervi is my name. I've been 16 years at the board of Efecte. Now, I'm going to share some thoughts about the board in this kind of a situation that happens now and then. You get, like, offers coming for the company, and then you need to decide what to do. One of the board's most important task is to take care of the shareholders, to guard their investment, to make sure that they get best out of that. And, before this offer, our baseline was that we would be developing the company independently, as we have been doing for many years already. Then this provides us a reference for company valuation. We get one reference from the stock market. The stock market values the company at around EUR 8 if you look at the stock price over the past weeks and months. We have also some analyst information and estimates for the company valuation has been recently between EUR 9.2-EUR 11. This is the number that came out from Inderes, I believe this morning or yesterday, as a midterm fair value for the company. As this was our base case, we didn't really seek for exits, although this has been one part of the discussions with the company strategy for a couple of years already. Now, this was not the first time that people has approached us. We have been contacted, I would say, maybe five-six times over the past 12 months, but we have not been interested. Two reasons for that. First one is that the offer prices or the indicated prices has not been high enough above the stock valuation that it would have been interesting. The second one has been that we haven't seen strong synergies between these offerors and Efecte. Really, the synergies is the key for higher valuation, and this is what we see here. We see that this potential that these two companies have together is quite exceptional, as Al already discussed, and also Joe. We have exceptional synergies in both geographics. We have that in the product offering. We have been missing some of the own technologies which we have been in-sourced from different parties that Matrix42 has. One quite important element for us has been the people. We know that the management and the customers need to work with the people who are going to be our partners in the future, and we have quite high respect for Al and Joe. We have been discussing with them many times. We have discussed about the opportunities, what would happen, for the company, for the employees, and so on. So we truly believe at the board that this is a really good thing to do. So, getting close to 100% premium for the stock price, that requires something extraordinary, and that can only come through the synergies. If you don't have synergies, you don't have added value, you don't have value creation, and this is what we see now, and we want to be active part of this value creation to be able to provide our shareholders good return for their investment, and also a risk-free return. I mean... We could always build up the company for the next three years or so. It is possible, it could be even likely, that we would get up to the same valuation level, but there is always a risk that we cannot fully control. It's the market risk, it's the political risk, everything. So these have been some of the reasonings why we really felt at the board that this is such an offer that we cannot deny it. We need to support it, and this is what we do. And this is basically the message from the board to the investors. So thank you so far, and we will take questions later on if necessary. All right. Thank you, Pertti, and hello, everyone. I'm Niilo, CEO of Efecte, now since more than five years. And, let's see, the lights are going off here. I'm being bit too static. So here we go. As you know, at Efecte, we help people to digitalize and automate their work, and, we've been building the leading European alternative in service management software. That's the vision towards which, which we've been marching, and that's been guiding us last few years. When I think of this offer, the first thing that comes to my mind is that this matches with our original vision 100%. The Matrix42 team have been on a similar mission and have the same ambition, and from that point of view, this deal would accelerate, accelerate our ambition to get there. We operate in a market with a lot of global competition. We've been calling them the global Goliaths due to their incredible, incredible power in terms of funding and scale that those players command. Now, why I think this deal would facilitate the creation of an entity that would be able to compete long term, head-to-head, in that field, is that there would be increased scale, talent, and capital that would help us to do so, and remain relevant, not just relevant, but very competitive, in that field. In our type of business, it's all about the product at the end of the day. I mean, we're in a software product business, and that's why, what you are able to do in terms of, investing, into the product long term and, creating a portfolio and a value proposition that makes sense today and tomorrow, is of critical importance. And, in addition to what we would be able to do on the go-to-market side, also on the product side, thanks to the complementarity of the portfolios, as well as then the increased scale, allowing long-term serious investment in the product, all those things, would support being competitive in the long term. I think it's been an incredible journey, so far at Efecte. I've enjoyed it a lot. I do want to thank all, all of you, our shareholders who've been with us through that journey, and I feel that now it's time to shift gears and move forward into the next phase of Efecte. Back to you, Al. Thank you, Niilo. So if we go to the timeline slide, these are the key dates that we need you to know about. On January 29th, we expect the offer document to be published. On January 30th, the offer period is expected to commence. On March 5th, the offer period is expected to expire, and sometime towards the end of Q1, beginning of Q2, the tender offer is expected to be completed. In summary, some key points in our final presentation slide. Our vision is to create a European service management software champion with a shared vision, an aligned strategy, and complementary products through the strategic combination of Matrix42 and Efecte. We are presenting an all-cash offer price of EUR 15 per share. This is a very strong premium of nearly 91% compared to the closing price on January 17th. We have the recommendation by the board of directors of Efecte, as you heard from Niilo and Pertti. The total irrevocable undertakings represent approximately 44% of the shares on a fully diluted basis. It's also very important to note that shareholders accounting for 26.4% of the shares and 63.9% of all outstanding options have provided hard irrevocables. Finally, completion of the offer is expected at the end of Q1 2024, or at the beginning of Q2 2024. We thank you very much for joining us today, and we will now move to the question and answer session. Thank you very much for the informative presentations, and now it's time for Q&A. And as a reminder to the audience, please use the chat functionality to post your questions. And let's see the status here. We have a couple of questions in the chat, and let's take the first one. And I believe this is, well, at Corten Capital and the funding. How would Corten Capital fund this deal? Thank you, Tero. We will fund the acquisition with a combination of equity from our investment fund, which is fully committed, as well as fully committed financing from other finance providers. Got it. And, well, also a process, a related question. Will you need to obtain antitrust approvals? We do not need to obtain antitrust approval. We do need to obtain foreign direct investment approval, and that will be a part of the process, and that part of the process has already commenced with the filing that was made, I believe, yesterday. Thank you. And then. Oh, there are a couple of questions related to the kind of Finnish stock market and overall to the IT sector. So have you done any investments to Finnish companies before? And do you have any general comments of the Finnish IT sector or the stock market? Well, we- And then lastly, on Efecte, how long have you followed Efecte? Well, we've followed Efecte for at least a couple of years, since before our investment in Matrix42. We did a thorough survey of the market and have been aware of and respectful of what Efecte has been doing for several years. We're also very respectful of the Finnish IT sector, which has a number of interesting companies, many of which we are familiar with. We have not yet made an investment in Finland as Corten Capital, so this would be our maiden investment in Finland, which is another reason for us to be so excited about the transaction. Thank you. At this point, it seems that there are no more questions. And just as a reminder, please feel free to type in the question through the chat functionality. Just take a second. We'll update the status here. But maybe then, as a last question, probably then to Al and Niilo, would you just like to give some final words to the audience today? Maybe starting from Al. Absolutely. Thank you, Tero. First of all, thank you for, for being here today and, and listening to the presentation. As, as Corten Capital and Matrix42, we have very, strong conviction in, in the enterprise service market. And as Joe mentioned, we are very impressed with what Efecte have built. We have been also very impressed with the leadership team of the company, and we trust that, this leadership team will help the combination of both companies, achieve its ambition. So we look forward to working, with Niilo, and the team, and now I will hand it back to, to Niilo. Yeah. Thanks, Al. As I mentioned before, I think this is the right next step for the whole Efecte community, including our employees, customers, and shareholders. I've personally committed my shares and options, as you could see from the announcement. I believe in this being the right, right step. Of course, you know, there's always the financial side to things, and you know, you've seen the figures, and it's a remarkable premium, et cetera. However, to me, you know, the one thing I want to end with is that we've always dreamed of building a strong European leader in service management, and I'm so happy that in this offer, it's not just a compelling financial proposition for our shareholders, but it's also fully in line with that original vision and strategy of ours. So I think in that sense, a lot of good things meet in this offer. Thank you very much, Al and Niilo. I think it is time to start to conclude the session today. And just would like to remind you to obviously follow the news flow. As Al mentioned, it is towards the end of January when the tender offer documentation should be made public. And I think that's it. Thank you also on my behalf, and enjoy the approaching weekend. Yeah, thank you very much.Yeah Thank you, all. Have a great weekend. Thank you. Thanks very much. Bye- bye.