About the transaction

-  Beyond Frames will acquire all shares in Corvenia. The consideration consists exclusively of newly issued shares in Beyond Frames, to be issued through a non-cash issue (issue in kind). No cash consideration or additional (contingent) consideration will be paid.

-  Upon completion of the transaction, the shareholders of Corvenia will own 75 percent and the current shareholders of Beyond Frames 25 percent of the shares in Beyond Frames. This allocation applies before any new share issues and options, which are to dilute both sides equally. Based on a reference price of SEK 2.50 per share the transaction values Corvenia at approximately SEK 239 million. The valuation is supported by the Board's analysis, which is based on a discounted cash flow model and a comparison with similar transactions.

-  The remaining shareholders in Corvenia will be offered to accede to the agreement on the same terms. Completion is conditional upon shareholders holding more than 90 percent of the shares in Corvenia having acceded.

-  Beyond Frames intends to change its name to Corvenia and to focus its business on Corvenia's AI-driven platform for Group Intelligence, which goes beyond consolidation and provides complete insight into the entire group, even when its companies use different financial- and business systems. Beyond Frames' current gaming business is intended to be divested in accordance with the agreement.

Conditions and timetable

Completion is conditional upon, among other things, Spotlight approving the transaction following a new listing review, the extraordinary general meeting of Beyond Frames passing the required resolutions, the acceptance threshold in Corvenia being reached, and no party invoking, by 15 November 2026 at the latest, material and previously unknown findings from the due diligence conducted. Beyond Frames intends to convene an extraordinary general meeting, which is planned to be held on 1 December 2026. The transaction is expected to be completed no later than 21 December 2026, with a long-stop date of 31 December 2026. The notice of the meeting and further information will be published separately.

Comments

"Corvenia delivers strong value to customers with a Group Intelligence product that already has more than 150 entities connected. We see the transaction as a step that creates good conditions for value creation for Beyond Frames' shareholders, and we look forward to taking the next step together with Corvenia."  - Ace St Germain, CEO, Beyond Frames

"The transaction gives Corvenia access to the capital markets and good opportunities to grow faster in the Nordics and globally. Demand for Group Intelligence is increasing as groups want to understand their entire operations in real time, across all business systems and companies. I welcome Beyond Frames' shareholders and very much look forward to the journey we are now embarking on together."  - Øivind Horpestad, Chairman of the Board, Corvenia

About Corvenia

Corvenia is an AI-driven platform for the next generation of group management - the emerging category of Group Intelligence. The platform automates consolidation across business systems, countries and currencies, without system replacements or IT projects, and gives group management a unified and traceable view of the entire group. More than 200 entities are connected to Corvenia. Headquartered in Stockholm, with offices in Oslo and Pune