Talenom Plc, Stock exchange release, 24 October 2025 at 16:00 EEST
The Board of Directors of Talenom Plc has approved a Demerger Plan concerning the separation of Easor software business into an independent publicly listed company
The Board of Directors of Talenom Plc (the “Company” or “Talenom”), having assessed the strategic alternatives for the Company's software business, has approved a demerger plan concerning a partial demerger of the Company. According to the demerger plan, the Company will demerge so that all assets, debts and liabilities of the Company relating to the software business or mainly serving the software business are transferred to a new independent company to be named Easor Plc (“Easor”) and to be incorporated in the demerger (the “Demerger”). An application is intended to be made to admit the shares of Easor for trading primarily on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”). In connection with the Demerger, Talenom would retain its accounting business area. After completion of the Demerger, Easor would initially have the same ownership structure as Talenom, and there would not be any cross-ownership between Talenom and Easor.
Highlights
- The Board of Directors of the Company has approved a demerger plan concerning the separation of software business into an independent publicly listed company.
- The Demerger is subject to approval by the Extraordinary General Meeting (“EGM”) of the Company, which will be held in December 2025 at the earliest and no later than four months after the registration of the demerger plan.
- The planned completion date of the Demerger is estimated to be in the first quarter of 2026.
- The demerger and listing prospectus, which the Company will publish before the EGM resolving on the Demerger, will contain more detailed information on the Demerger and the listing of the new software business company.
- The intention is that Harri Tahkola be elected as Chairman of the Board of Directors and that Otto-Pekka Huhtala be appointed as CEO of the software company Easor.
Strategic rationale of the demerger
According to the assessment of the Board of Directors of the Company, separating the accounting business and software business areas could increase shareholder value by enabling each business area to more effectively execute its own focused strategies.
According to the assessment of the Board of Directors of the Company, the Demerger is expected to position Easor and Talenom for faster growth and development, and to enhance the business performance of Easor and Talenom through organisational clarity and independent, focused decision-making bodies.
The Board of Directors of Talenom believes that Demerging into two separate companies would increase the attractiveness of the companies and facilitate the valuation of the businesses. Additionally, the separation would clarify management, simplify company structures, increase transparency and clarify responsibilities.
Strategic strengths of the Easor software business
- A promising foothold in a growing market: Easor is well-positioned in the digitalizing financial management software market in Europe. Regulation and digitalization increase demand, and Easor offers a competitive solution that complies with regulations. For example, in Spain, e-invoicing is becoming mandatory. New legislation, published in summer 2025, mandates the use of Verifactu-compliant software from 1 January 2026. Management estimates that over 3 million companies do not yet use the necessary software, for which Easor has a solution.
- Easy-to-use and efficient financial management software: The software was born out of the daily life of an accounting firm, in cooperation with clients and accountants. Easor App offers entrepreneurs an easy-to-use tool for daily financial management, and Easor Accounting has been designed in collaboration with professionals to be the most efficient accounting tool.
- Broad ecosystem: Easor integrates with over 400 ERP systems and offers additional services through a network of partners – for example, financing, banking and collection services, as well as expert knowledge.
- Architecture supporting internationalization: The renewed software architecture enables cost-effective development.
- Readiness for scalable growth: Easor already operates in several European countries, and as a separate company, it can build its distribution independently.
Strategic strengths of Talenom's accounting business
- Operates in a large and constantly growing stable accounting firm market: The estimated market size in Europe is approximately EUR 100 billion. Talenom is growing steadily and operates in three European countries: Finland, Sweden and Spain. Talenom has significant growth potential in the existing market.
- Strong track record in international business: Talenom has been operating internationally for over six years and has demonstrated the capability to expand into new operating countries. The management team is international and committed to the values, culture and strategy implementation.
- Significant profitability and growth potential with the unified ONE Talenom concept: The determined implementation of the ONE Talenom operating concept is expected to achieve faster growth and higher profitability. ONE Talenom is a concept for managing accounting firm operations, which incorporates proven best practices for accounting firms. Best practices create high customer and employee satisfaction and leverage the latest technology to implement streamlined processes. Together, these enable the cost-effective delivery of an excellent customer experience for SMEs.
- Strong cash flow: Recurring cash flow from customers with long-term customer relationships. This enables the company to achieve its long-term goals and maintain a strong dividend stream.
Overview of the Demerger
The Demerger would be executed in accordance with the attached demerger plan as a partial demerger, as set out in the Finnish Companies Act (624/2006, as amended) (the “Finnish Companies Act”). The shareholders of the Company will receive as demerger consideration one new share of Easor for each share owned in the Company (the “Demerger Consideration”), that is, the Demerger Consideration will be issued to the shareholders of the Company in proportion to their existing shareholding with a ratio of 1:1. No action would be required from the shareholders to receive the Demerger Consideration.
Completion of the Demerger is subject to, among other things, approval by the Company’s EGM and the registration of the completion of the Demerger with the Finnish Trade Register following the creditor hearing process pursuant to the Finnish Companies Act.
The Board of Directors of the Company intends to propose to the shareholders of the Company that the shareholders resolve on the Demerger in the Company’s EGM, which will be held in December 2025 at the earliest, and no later than four months after the registration of the demerger plan. The EGM resolves on the Demerger and other Board proposals based on the demerger plan. The Board of Directors of the Company will separately publish a notice to the EGM at a later stage.
The planned completion date of the Demerger is estimated to be in the first quarter of 2026. Trading in the shares of Easor on the official list of Nasdaq Helsinki or on the multilateral trading facility is expected to commence on or about the first quarter of 2026, or as soon as reasonably possible thereafter. The Company presents the software business area as discontinued operations in its financial reporting in accordance with the IFRS 5 standard when the conditions of IFRS 5 standard are met either during the fourth quarter of 2025 or the first quarter of 2026. The Board of Directors of the Company may, at any point prior to the completion of the Demerger, resolve not to complete the Demerger if it considers that the completion would no longer be in the best interests of the Company and its shareholders due to a change in circumstances that has occurred or arisen after the demerger plan has been signed.
Target of Easor’s software business
Easor is targeting over 20% annual net sales growth in the medium term.
Target of Talenom’s accounting business
Talenom is targeting over 10% annual net sales growth in the medium term.
Financing arrangements
In its preparations for the Demerger, the Company has secured sufficient financing for the demerging businesses, subject to customary conditions. Following the Demerger, Easor’s financing would consist primarily of a financial institution loan of approximately EUR 20 million, and Talenom’s financing would consist primarily of a financial institution loan of approximately EUR 70 million.
Board of Directors and management of Easor and Talenom
The EGM resolving on the Demerger, which will be held in December 2025 at the earliest, and no later than four months after the registration of the demerger plan, will elect the members of the Board of Directors of Easor for a term commencing upon the completion of the Demerger. In accordance with the Demerger Plan, Talenom’s Board of Directors proposes that Harri Tahkola be elected Chairman of the Board of Directors of Easor, and that at least Johannes Karjula and Saara Kauppila be elected as members of the Board of Directors. The names of the other proposed members of the Board of Directors of Easor and the proposal regarding the composition of Talenom’s Board of Directors will be published in the notice to the EGM, at the latest. The directorship in Talenom of such then current members of the Board of Directors of Talenom that are elected as members of the Board of Directors of Easor will end on the completion date of the Demerger.
Otto-Pekka Huhtala, the current CEO of Talenom, has been proposed to be appointed as CEO of Easor, should the Demerger be completed. The person proposed as the new CEO of Talenom will be named later.
Advance tax ruling from the Finnish Tax Administration
The Company will apply for a legally binding advance tax ruling from the Finnish Tax Administration, according to which the Demerger will be treated as a tax neutral demerger as defined in Section 52 c of the Finnish Business Income Tax Act (360/1968, as amended).
Demerger and listing prospectus
The demerger and listing prospectus, which the Company will publish before the EGM resolving on the Demerger, will contain more detailed information on the Demerger and on Easor.
TALENOM PLC
Board of Directors
For more information:
Otto-Pekka Huhtala
CEO, Talenom Plc
+358 40 703 8554
otto-pekka.huhtala@talenom.fi
Talenom in brief
Talenom is an agile and progressive accounting firm established in 1972. Our business idea is to help entrepreneurs succeed by making their daily lives easier with the market's easiest-to-use digital tools and highly automated personal services. In addition to comprehensive accounting services, we support our customers’ business with a wide range of expert services and our partners' services. Our vision is to be the preferred partner in financial management.
Talenom’s growth history is strong – average annual net sales growth was approximately 16% between 2005 and 2024. Talenom Group has two business areas: Software business and Accounting business. In 2024, Talenom’s net sales was some EUR 126 million and the company had 1,554 employees in Finland, Sweden, Spain and Italy at the end of the year. Talenom’s share is quoted on the Main Market of Nasdaq Helsinki. Read more: investors.talenom.com/en
Appendix 1: The demerger plan and its appendices
Important notice
This release does not constitute a notice to convene a general meeting of shareholders nor does it constitute a demerger or listing prospectus. Any decision with respect to the proposed partial demerger of the Company should be made solely on the basis of information to be contained in the actual notice to convene the general meeting of shareholders of the Company, and the demerger and listing prospectus as well as on an independent assessment of the information contained therein. Investors are directed to consult the demerger and listing prospectus for more comprehensive information on Easor, its shares and the proposed demerger.
This release does not constitute an offer of securities for sale or a solicitation of an offer to purchase the securities described in such release in the United States. In particular, any securities referred to in this release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered, sold or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of securities in the United States.
Easor shares have not been and will not be listed on a U.S. securities exchange or quoted on any inter-dealer quotation system in the United States. Neither the Company nor Easor intends to take any action to facilitate a market in Easor shares in the United States. Consequently, it is unlikely that an active trading market in the United States will develop for Easor shares.
Easor shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed comment upon, or endorsed the merit of, the partial demerger or the accuracy or the adequacy of this release. Any representation to the contrary is a criminal offence in the United States.
This release is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security. This release is not a prospectus, product disclosure statement or other offering document for the purposes of Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “UK Prospectus Regulation”), and the contemplated distribution of Easor shares is expected to be carried out in circumstances that do not constitute “an offer to the public” within the meaning of the UK Prospectus Regulation.
Forward-looking statements
This release includes “forward-looking statements” that are based on present plans, estimates, projections and expectations and are not guarantees of future performance. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “believe”, and other expressions entailing indications or predictions of future developments or trends, not based on historical facts, constitute forward-looking information. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. Shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Company or Easor to differ materially from those expressed or implied in the forward-looking statements. Neither the Company, Easor, nor any of their affiliates, advisors or representatives or any other person undertakes any obligation to review, confirm or to release publicly any updates or revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release other than as required by applicable laws and regulations.