Humanica and DataOn to Merge in All-Stock Transaction

Humanica Public Company Ltd (SET: HUMAN), a leading business solutions provider in Thailand, and DataOn, a leading Asia Pacific provider of human resources technology headquartered in Indonesia, entered into a letter of intent to combine the two businesses in an all-stock transaction.

The transaction brings together the two market leading companies in Thailand and Indonesia respectively to create a world-class company in the region serving the rapidly growing market.  The merger will enable a diversified portfolio of over 2 million users to be served with cutting-edge technology and innovations in Software and Multi-country payroll outsourcing that have been developed over more than 20 years.

The deal, which has been unanimously approved by the Boards of Directors of both companies, will see the founders of DataOn acquire approximately 21.6% of the combined company on a fully diluted basis, while Humanica's shareholders will own approximately 78.4%.  The transaction is subject to the approval from Stock Exchange of Thailand and shareholders of Humanica.

Humanica CEO, Soontorn Dentham said, "We are absolutely thrilled to be joining forces with DataOn, whose exceptional creative talent and technology innovation will combine with Humanica's to create a leading HR Tech company in the region. Together we will rapidly develop new flagship products that can be deployed to over 5,000 existing clients in both companies and also used to penetrate new market segments. We will expand our multi-country HR outsourcing services to cover more than 10 countries in the region from the full localization of our HR platform as we enjoy a competitive advantage over other regional players who do not have full localization for each country. The synergies from this merger will improve both our topline as we leverage new products to both existing and new market segment as well as our bottom line from the cost savings.

Gordon Enns, CEO of DataOn, said, "Humanica and DataOn are both amazing companies and have become the clear HR solution leaders in Thailand and Indonesia. I'm excited to open this next chapter for our business knowing that I share Khun Soontorn' s vision to support our customers' transition to the future of work.

"DataOn has always been a values-driven organization that puts its customers first. With this merger, customers will continue to enjoy a service experience that is second to none, while the combined company is able to deliver on our shared vision of a more comprehensive, integrated solution centered on employees."

Strategic Rationale - Building the future of work

Organizations, workplaces and employee cultures have evolved rapidly during the Covid-19 pandemic.  Rapid adoption of technology as well as changes in employment relationships have dramatically changed how organizations will operate in the future.  As separate companies in a rapidly growing industry Humanica and DataOn have each built a foundation to address this.  Combining our teams provides the bandwidth to develop more innovative solutions and provide technology leadership in the region including:

• Management of employee productivity in hybrid work environments
• Support for nontraditional employment, gig economy workers and productivity management of contractors
• Workspace tools to manage tasks, projects, documents and discussions with integration to performance management, payroll and time tracking
• Payment calculations based on contribution rather than time worked.

An Integrated World of HR Technology and Platform

The employee engagement is the top priority of all organizations.  Our broad base of solutions will allow us to develop solutions that extend far beyond the current scope of typical business solutions:

• B2B2C - A Work-Life Digital platform enabling employees to access a range of services with the support of their organization
• HR as a Platform - The ability to leverage HR data and access to deliver better employee services with integration
• Integrated OKR - Performance Management enhanced with Objective Key Results linked to organizational activities and supporting both traditional and non-traditional workers.

Financial Benefits - Strong Financial Profile and Outlook

• Planned pro forma annual revenue of 40 million USD in 2022
• The pro forma company will have over 60% of quality recurring revenue and expects to realize 20% annual organic revenue growth in 2022 and 2023.

Management and Board

The management team will be comprised of senior executives from both companies. Soontorn Dentham will serve as the Group CEO while Gordon Enns is expected to join the Board of Directors, subsequent to shareholder and regulatory approval. Gordon will continue as CEO of DataOn during the period where the companies are integrating their operations before ascending to his expanded role, especially in our technology and products.

Timing and Approvals

The transaction is expected to close in the first quarter of 2022, subject to regulatory approvals and other customary closing conditions. The transaction requires the approval of shareholders of Humanica.

About Humanica

With over 600 employees in Asia, Humanica celebrates its 19th year of excellence in providing HR software and Payroll outsourcing solutions. Today, Humanica is the leading payroll service provider in Thailand, with operations in Singapore and Malaysia, serving a myriad of customers, including more than 30% listed on SET, and generating more than 700,000 pay slips per month.

About DataOn

DataOn provides the SunFish HR and ERP application to customers throughout Southeast Asia.  Founded in 1999 and with over 2,000 customers, SunFish HR supports over one million employees.  Headquartered in Indonesia and with operations in Thailand, Malaysia and the Philippines, DataOn has over 300 employees.  DataOn operations also include the Synergy Group which provides payroll outsourcing services throughout Asia Pacific.

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