CodeLab Capital: Four acquisitions to create a profitable NOK 400 million revenue company
Oslo, 17 September 2026
CodeLab Capital AS ("CodeLab" or the "Company") is contemplating four simultaneous acquisitions (the "Contemplated Acquisitions") that would represent a transformative step for CodeLab. The Company would, after completion, hold a leading national platform within OHS and enter the e-health vertical.
Key financials and strategy
CodeLab has today published a company presentation (the "Presentation") describing, among other things, the Contemplated Acquisitions, the underlying market rationale and strategy, and the resulting group, attached to this announcement and available on the Company's website.
On a pro forma basis, assuming completion of and including all four Contemplated Acquisitions, CodeLab estimates 2026E group revenue of approximately NOK 400 million and annual recurring revenue of approximately NOK 240 million, across a combined base of approximately 15,000 business customers. The pro forma group is expected to be profitable on EBITDA, with an identified path toward approximately NOK 500 million in revenue by 2027, supported by potential cross-sell synergies across verticals.
CodeLab's strategy is to pursue investments combining service delivery with software and capturing synergies across the customer base through strong distribution power. Following completion of the Contemplated Acquisitions, the group structure is set and organized around three main verticals, with a dedicated management team and board to drive execution and continued buy-and-build activity across the portfolio.
The four Contemplated Acquisitions
Mdco. Reference is made to the stock exchange announcement of 3 September 2026, in which CodeLab confirmed that it is in dialogue with Mdco Group ("Mdco") (which includes Hjemmelegene) regarding a potential acquisition of 100% of the shares in Mdco AS.
Solvit. Reference is made to the stock exchange announcement of 19 June 2026, in which CodeLab announced a non-binding term sheet for the potential acquisition of 45% of the shares in a Norwegian healthcare software and IT services company, the identity of which can now be confirmed as Solvit AS ("Solvit").
Two further OHS acquisitions. CodeLab is in addition contemplating two further acquisitions within occupational health services, complementing Mdco and the Company’s existing OHS companies. Further information on the Contemplated Acquisitions can be found in the Presentation.
Main terms
The Contemplated Acquisitions are expected to be settled primarily through the issuance of new CodeLab shares at NOK 6 per share. Assuming completion of all four Contemplated Acquisitions and the Contemplated Private Placement, existing shareholders may be diluted by approximately 50%.
The Mdco shareholders are expected to receive 12 million CodeLab shares at closing, plus an earn-out based on next year’s EBITDA (the earn-out is capped at NOK 48 million).
The consideration contemplated to be paid in the other acquisitions consist of a small cash component and issuance of new CodeLab shares at closing, plus a deferred payment after 2 years.
Details of the preliminary terms are outlined in the Presentation. It is important to CodeLab to retain the flexibility to pay the proceeds in cash or shares. Any payment after closing, i.e. earn-out and/or deferred payments, can be settled with shares (the highest of NOK 6 per share and 30 day VWAP pre payment). Final terms will be agreed as part of definitive transaction documentation. The parties have agreed exclusivity to progress the processes. All processes are still subject to satisfactory due diligence and financing being obtained, and the Company emphasises that no definitive transaction agreements have been entered into for the Contemplated Acquisitions. There can be no assurance that the Contemplated Acquisitions will be completed on the terms contemplated or at all.
Contemplated private placement
To fully fund the Contemplated Acquisitions and the resulting group, including working capital and de-leveraging, CodeLab is contemplating a private placement of new shares raising gross proceeds of approximately NOK 30–40 million (the "Contemplated Private Placement"). The Company intends to conduct market soundings with selected investors in this connection before any decision is made on whether to proceed with the Contemplated Private Placement.
Key shareholders and management in CodeLab, together with key selling shareholders in the target companies, have indicated strong support for participating in the Contemplated Private Placement, at the same price as for the settlement shares. Final terms, including subscription price, will be determined by the Board if the Company decides to launch the Contemplated Private Placement.
If launched, the Contemplated Private Placement is expected to be directed at professional investors and other eligible investors on terms exempting the offering from the prospectus and registration requirements under applicable securities laws in Norway and other jurisdictions.
The Board of CodeLab has not made any decision to launch or carry out the Contemplated Private Placement or any other capital raise, and there is no certainty that any of the Contemplated Acquisitions or the Contemplated Private Placement will be completed, or on what terms. The Contemplated Acquisitions remain subject to, among other things, due diligence, financing and agreement on final transaction documentation. For more information, please contact:
Anton Bondesen, CEO, alb@codelabcapital.com, +47 403 22 266 Christoffer Mathiesen, CFO, cm@codelabcapital.com, +47 924 10 289
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