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Q-Free acquires Open Roads Consulting to strengthen the ATMS business

Open Roads Consulting is a privately owned company established in 2000 in Virginia, USA. The company has 74 employees and operates mission critical traffic deployments and video based surveillance of critical assets in 30 states in the US. The company generated revenues of USD 12.8 million, EBITDA of USD 0.9 million and EBIT of USD 0.6 million in 2013, and will be consolidated into the accounts of Q-Free with effect from closing, expected to be during the third quarter 2014.

The SPA is based on cash and debt free conditions, and no shares will be issued as part of the consideration. Q-Free will pay an initial cash consideration of approximately USD 6.2 million, equal to 7 times the 2013 EBITDA. Further consideration is dependent on financial performance in part of 2014, 2015 and part of 2016, and is estimated to USD 2.5 million. Including earn-out payments, the total consideration is capped at USD 12.5 million.

The acquisition of Open Roads Consulting represents a milestone for Q-Free. Over time the company will become a global fully-fledged ITS player with significant presence in the US. The current acquisition is a strategic good match with other ATMS and RUC activities within the group, and Q-Free’s number of employees in the US increases to approximately 100. Open Roads Consulting’s software solutions will be a valuable addition to Q-Free’s offering of ATMS solutions both in the US and internationally.

The world’s biggest market for Road User Charging and Traffic Management is in the US. The acquisition of Open Roads Consulting will provide an organisational platform for further penetration into the US market in all of our three business areas ATMS, RUC/Tolling and Managed Services. This addition to our portfolio will increase revenue synergies for the existing Q-Free activities in the US, and is an important step for Q-Free to become a fully-fledged ITS supplier,” says CEO Thomas Falck.

Open Roads Consulting is a leading provider of off-the-shelf solutions, technology integration and full lifecycle support to help clients operate, manage, and protect critical assets. The company has two highly complementary business areas; the Intelligent Transportation Systems Division (ITSD) and the Integrated Security Systems Division (ISSD).

Intelligent Transportation Systems Division (ITSD):

  • Supports public sector clients through the design, deployment and maintenance of real-time systems that enhance mobility and enable the public to make smarter travel choices
  • Primary product offering is Open TMS, an extensible ATMS solution built around an open, modular architecture designed to support the dynamic traffic management marketplace

Integrated Security Systems Division (ISSD):

  • Provides critical asset protection solutions for the US military worldwide
  • Primary product offering is VICADS, a proprietary video management system designed specifically to exceed DoD performance requirements and is approved by the US Air Force for all priority levels of protection

“Open Roads Consulting is a company with a strong market position in the US. Teaming up with Q-Free will strengthen our current position, in addition to provide a global reach for our products. We are very excited about the future opportunities and we are looking forward to be working with Q-Free,” says Founder and President Barbara Skiffington.

Q-Free’s ATMS business has been strengthened substantially over the last couple of years. Q-Free acquired the US based parking guidance company TCS International in 2012, and followed-up with the acquisition of the Serbian traffic management company ELCOM and a strategic 10 percent investment in Intelight in the US in 2013. The acquisition of Open Roads Consulting is the third acquisition in 2014, following the inclusion of TDC Systems in the UK and Traffic Design in Slovenia into the Q-Free Group earlier this year.

In the longer-term, Q-Free expects that the markets for ATMS and Road User Charging will converge into a joint market for Intelligent Transport Systems (ITS) – both technologically and commercially. Q-Free intends to play an important role in this market, and will continue to build its position through acquisitions as well as further development of its current businesses within this area.

Please see the enclosed material for additional information in accordance with Section 3.4 of Continuing Obligations for companies listed on Oslo Stock Exchange.

For further information, please see www.q-free.com or contact:

CEO Tomas Falck, cell: +47 468 00 767

CFO Roar Østbø, cell: +47 932 45 175

About Q-Free:

Q-Free is a leading global supplier of products and solutions within Road User Charging and Advanced Transportation Management Systems. The Q-Free Group will have approximately 430 employees with offices in 17 countries and presence on all continents after the closing of the Open Roads transaction. The Q-Free head office is in Trondheim, Norway. Q-Free is listed on Oslo Stock Exchange under the ticker QFR.

About Open Roads Consulting:

Open Roads Consulting is a privately owned leading provider of off-the-shelf solutions, technology integration and full lifecycle support to help clients operate, manage and protect critical assets. The company has 74 employees and operates mission critical deployments in 30 states in the US from their headquarters in Chesapeake (VA) and office in Austin (TX) and Cary (NC).