Good afternoon, everyone. Welcome to this investor update call regarding Nordic's acquisition of Memfault. My name is Ståle, and Head of IR at Nordic. Please note that this presentation is being recorded and will be available on the Nordic website in the IR section. The presentation materials will also be accessible there. Following the presentation, we will proceed to the Q&A session. This time, questions can be submitted in written format through the AudioCast portal. The whole event is scheduled for 45 minutes, including Q&A. As a reminder, this presentation includes forward-looking statements that come with inherent risks and uncertainties. Actual outcomes may differ materially from those statements expressed or implied. With that, I will now hand the floor over to our CEO, Vegard Wollan.
Thank you, Ståle. My name is Vegard Wollan, and I'm the CEO of Nordic. And with me today, I have our EVP of Corporate Strategy, Kjetil Holstad, and our CFO, Pål Elstad. After my introduction, Kjetil will present the key highlights, followed by Pål taking us through the transactional review. Then we'll open for Q&A, as Ståle said. It's been a key in Nordic's strategy for quite some time to enable more and more Value-added software and services for our customers. We used this slide at our Capital Markets Day last year. The acquisitions we announced last week and today are both important steps in that strategy. They both represent a significant leap in the transitioning of Nordic from a hardware company to a complete technology solutions provider. Two acquisitions are illustrated in the two light blue boxes top right here on this slide.
With these acquisitions, we are becoming the first semiconductor company to offer a complete technology solution across our connectivity product offering. Nordic is continuing to migrate its complete offering towards the software stack, adding more value as a technology solutions provider for our customers. This slide illustrates the three fundamental pillars in the strategy and what it means for us to become the leading and complete solutions partner for our customers. We offer the best hardware on the market. We offer the best software development kits and support, and now also the best lifecycle management solutions. This enables our customers to focus on what they are the best at: designing end-user products, application-specific software, and apps and the end-user interface. On the left side, you have the hardware. Nordic is the clear market leader with our highly integrated wireless connectivity systems on chips.
We clearly have the market-leading power consumption across all our connectivity technologies with the launch of the high-performance and ultra-low-power 54-series short-range products, which are developed in the new 22-nanometer platforms with fully integrated low-power memories. We have taken significant steps ahead of our competition. Because of the new products launched this year, this last year, our customer and project pipeline are now growing exceptionally well in short-range, long-range, and power management. We are winning new designs with existing and new customers. It is very satisfying for the Nordic team to see how our market-leading hardware enables the best products for our customers. Now on to our acquisitions, because in the middle pillar, you see software. Software complexity in most products and applications is growing rapidly, a trend which is just accelerating.
The more software Nordic provides for our customers, the faster they can develop their products, the more value we add. Nordic is recognized as the market leader with the software stacks for our connectivity products, with the nRF Connect SDK, where we were one of the industry early adopters on the software operating system, where we now see most of our peers followed us. The acquisition of Neuton.AI, which we announced last week, adds an important offering to our software solutions. The Neuton Inference Modeling and Machine Learning Solution is a leading-edge AI offering when it comes to ease of use and ease of enablement, low power, and it offers the most optimized memory footprint. The last of the three main pillars is the device lifecycle management solution.
Our customers must have the technology that connects them with the millions of end products and devices in the field over the lifetime of their products. At Nordic, we have had a solid and early start with our nRF Cloud offering, especially for locationing and device management in our long-range business. With the acquisition and combination of Memfault's cloud lifecycle management solutions, we are significantly expanding the features offered in our cloud services, and we are expanding it to be an offering for all of our connectivity technologies. This truly makes our new combined offering disruptive, innovative, unique, and differentiating from any competing solution. As I said, these are the three fundamental strategic pillars best describing the engagement between Nordic and our customers. With these two last acquisitions, I'm extremely proud to state that we truly are in a market-leading position in all of these important pillars.
Memfault was founded by Chris, Tyler, and François in 2018. They had an early vision for a high-quality device lifecycle management platform. They had actually been working on this for all of their active careers, having worked this challenge together in past jobs at companies like Pebble, Fitbit, and Meta. In 2021, Nordic entered a strategic partnership with Memfault. Since you, Kjetil, were part of establishing that partnership at the time, this is a great time to hand over to you to take us forward in the presentation.
Thank you, Vegard. The Nordic Memfault story began back in 2019 when we were first introduced to Memfault and the vision on how they thought software should be developed and maintained, especially for IoT space. Their approach was shaped with hands-on experience in companies like Pebble, Fitbit, and Meta, as Vegard mentioned. From day one, we were appealed by their crisp and compelling value proposition, providing developers with tools to monitor and observe product performance in the field, allowing these product developers to act on the insights they got and deliver software updates continuously via the cloud. This resonated strongly with Nordic and our customer base and our strategy to empower product developers with the best possible experience. This was a natural step to formalize this partnership in 2021 by making Memfault our official solution partner of Nordic.
They have since integrated their solution into our nRF Connect SDK, making it part of the out-of-the-box experience for several of our products. Now, as we look to scale this across our products and scale the impact of this combination, it's clear that joining forces unlocks an even greater potential. Together, we are transforming how connected products are built, deployed, and upgraded, and we are doing it at scale. What we are creating is transformative by combining the market-leading position in ultra-low-power wireless connectivity with a clear frontrunner in cloud-based device observability and lifecycle management, delivering an industry-first, complete chip-to-cloud solution for connected products. What that means is we are bridging the gap between hardware and cloud, empowering developers to build smarter, more reliable products with speed and scale. From silicon to software, from device to dashboard, we're redefining what's possible in connected product development.
We are also responding to a paradigm shift in our industry on how connected products are developed and operated. Across industries, we are seeing product teams are now faced with new reality shaped by three covering challenges. Firstly, there's an exploding software complexity. Devices out there are no longer static, they're dynamic. Our system has millions of lines of code, multiple connectivity stacks, and increasingly sophisticated features. Managing this complexity demands new levels of visibility and control. We're also seeing a rising regulatory and security expectation. With regulations like the EU Cyber Resilience Act coming into force, security is no longer optional. Manufacturers must now ensure secure-by-design development, continuous vulnerability management, and long-term software support across their entire product lifecycle. Thirdly, software updates are becoming the norm. This used to be nice to have, but it's now turning into a mandatory capability.
Customers do expect, and regulators do require that devices can be updated securely and reliably in the field long after they've been shipped. This is where the power of a combined solution comes into play. By uniting Nordic's ultra-low-power connectivity with Memfault's cloud platform, we're enabling our customers to accelerate time to market by streamlining the development and debugging, reducing field issues and product returns through proactive monitoring and remote fixes. We're delivering a better end-user experience with more reliable, more secure, and up-to-date products. Together, we're not just solving today's problems, but we're building the foundation for the next generation of connected products. It's this sharp value proposition and relentless focus on developer needs that has made Memfault grow into a 60 person team that now powers millions of connected devices.
The platform is trusted by leading innovators like reMarkable, WHOOP, Ultrahuman, Bose, and many others, helping them to build better products faster. The impact is tangible, like the quote from Gab showing a clear testament on how observability and resolving issues proactively translates directly into customer satisfaction and business outcomes. There are others like reMarkable, who in a recent case study highlighted that Memfault is foundational to how their engineering team works to create the premium experience that their product promises, and how Memfault frees up 5%-10% of their engineering teams to focus on innovation and differentiation for their products. These are just a few examples of how Memfault is redefining what's possible in connected product development. It is turning operational challenges into strategic advantages. Our partnership unlocks powerful scale effect and synergies across our combined customer base.
Together, we're going to execute a go-to-market strategy built around three distinct growth opportunities. Firstly, cross-selling into the Nordic ecosystem and customers. While Memfault already has proven its value with over 100 customers, now with Nordic reach of more than 1,500 and growing customers, we're bringing the combined solution for a much broader audience, delivering immediate value through tighter integration and a unified developer experience. Secondly, as our customers scale their device fleets, the need for robust observability, diagnostics, and update infrastructure grows with them. This creates a natural path for expansion and upsell with a combined platform scaling seamlessly to meet the evolving needs of our customers. The challenge we have been discussing here and we're solving, software complexity, security, and lifecycle management, they are not unique to Nordic-based devices.
That's why we're also committed to supporting and growing adoption among non-Nordic MCU platforms, as well as Linux and Android-based devices. This truly positions us to lead across the broader embedded and connected device landscape. Together, we're not just going to market; we're shaping the market. Over to you, Pål, who will talk through some of the key transaction highlights.
Thank you, Kjetil. Yes, I'll give some commentary around the transaction. The transaction structure is that Nordic Semiconductor ASA, through its wholly owned subsidiary in the U.S., will acquire 100% of the shares in Memfault Inc. Memfault Group consists of the U.S. company as well as a subsidiary in Germany. Purchase price is agreed based on enterprise value of $120 million. The company is in a net cash position. Final equity purchase price is subject to customer net cash and normalized working capital adjustments. Memfault Inc has a very asset-light business model, as such these adjustments are limited. Nordic has a strong balance sheet and are in a net cash position. The transaction will be funded by a combination of existing cash and a bridge loan financing provided by Danske of $110 million.
We're in a very good dialogue with credit institutions to lay out a long-term financing strategy with the ambition to maintain our investment grade credit rating. Bridge loan has 18-month maturity, leaving us with high flexibility. Retention is of key importance, especially in acquisitions of startups. To mention with acquisition, it has been agreed that 30% of the proceeds that the founders will receive needs to be reinvested in Nordic stock and will not be transferred before after a given time period has elapsed. This amounts to around $13 million, and shares will be purchased by Nordic in the market post-closing. Remaining employees, customer retention will be in place. The transaction is expected to close in July 2025. Although Memfault has a short history, they have had an impressive growth in their business.
We see strong annual recurring revenue growth historically with a CAGR of 49% between 2022 and 2024 and a net retention rate of some 150%-120%. ARR in 2024 was $7.2 million. Slightly higher growth rate expected for 2025 with more than 50%. We have good visibility on the 2025 growth. As Kjetil discussed in length going forward, growth will also be driven by upsell and cross-sell opportunities for the Nordic customer base, as well as winning new customers outside of Nordic. The acquisition will be accretive on Nordic's gross margins, with Memfault having gross margins in line with a typical software company. The current cost base of Memfault is some $12 million and expected to increase slightly going forward. Currently, the company is employing around 60 employees. Memfault is, of course, still loss-making.
Our ambition is to show profitability for cloud software services business within 24 months. I'll hand over to Vegard for some ending remarks.
Thanks, Pål. Finally, I'll just end up by repeating that this acquisition accelerates our transition from a hardware company to a complete chip-to-cloud solution partner for connected products. Memfault is a perfect strategic fit in this respect, both strengthening our offering and adding a high-growth business that also will support our long-term financial ambitions. Together with the Memfault team, we enable thousands of customers to continuously interact with millions of devices in the field. I think it's time to open for Q&A.
Yes, we will now open for written questions, which you can submit through the AudioCast portal. Please use the "Ask a Question" button. To ensure that as many participants as possible have the opportunity to ask questions, we kindly ask that each person limit themselves to two questions. With that, we will begin the Q&A session. We have the first question from Christopher von Bjørnsen. How should we think about the monetization here? Will it be available for free for Nordic customers and for a paid subscription for use with non-Nordic chips, or how should we think about this?
Yeah, that's a great question. I think, and it's probably easier for us internally to see, but as we see how much our customers are investing in software and services, and we also see the complexity in this scope and how much relief and base technology we are potentially here and very soon offering to our customers. This is obviously a very, very clear value add for our customers, and the natural rationale will be that you pay a value for the service and the applicable product separately.
Thank you. From Christopher von Bjørnsen again, you note that Memfault has millions of devices managed with its platform in the field. Is it fair to assume the number of devices based on Nordic chips in the field where this offering is relevant is at least north of a billion units, if not billions?
I think you will see that the willingness to utilize things like Memfault is related to how these products perform in the field. While this is a great solution for our broad customer base, there are certain customers who will have and have developed in-house systems. This is still a very scalable solution across our customer base, but I think it's unfair to comment on how many devices this has the potential to reach. Today, the Memfault team are shipping to millions of devices, and we are stipulating some growth in their annual recurring revenue that should reflect both upscale opportunity and new customer opportunity.
Thank you. I have a question from Petter Kongslie at SpareBank 1. I do not understand the rationale for having this in-house compared to continuing with the partnership that you have today. Secondly, what is the CapEx level in Memfault?
This is something we have been thinking for quite some time, Petter, and it's a great question. We understand that. We do see that this technology is actually quite unique, and it is also quite hard and complex to develop. We believe it will take other people some time to catch up on the levels we are actually at at the moment, and we will obviously continue to move forward. In that sense, we see it as a very strategic rationale towards the customer interface, as I was leaning towards both strategically, operationally, and then, of course, financially. As we deal with our customers on these three pillars in such a clear way, that becomes a very natural and synergetic partnership where we can offer both these solutions simultaneously to our customers.
Also, Memfault has a lot of customers in the same markets, consumer, industrial, healthcare, where these solutions are becoming increasingly applicable. Also, as regulatory requirements in the time to come will be giving us tailwind and drive this for us, both in Europe specifically, but also in North America.
Thank you. From Øysetin Spetalen, how many customers of Memfault are considered not competitors, and how will you prevent potential churn of these customers?
I don't think there are any end customers, kind of. There are peers and competitors of Memfault that up until today also were partnering with Memfault. We expect that to end fairly soon. We will offer these customers to have the service in the continuation and obviously not do any change to that in the coming time.
Thank you. We have one more question from Øysetin Spetalen. How many non-customers do you expect to upsell Memfault to within 24 months? Do you foresee your tier one customers using Memfault?
Great question, Øysetin. Great, great question. Maybe you, Kjetil, want to elaborate?
Sure. I think we are on the slides that alluded to bringing this and cross-selling to our 1,500-sized customer base and growing. I think it's too early to detail how many of those we expect to cross-sell to in the next 24 months. We are already seeing support for the 50% growth in ARR this year with some of those cross-sell opportunities, and we are very much looking forward to starting this cross-sell opportunity as of today.
Absolutely.
In terms of tier one customers, there are customers you will see the size of some of the customers Memfault already have on the platform. Those are big innovators in the space, both in consumer and industrial spaces. We do envision us to be able to bring this also to that caliber of customers.
There are certainly areas of our plans here, Øysetin, which I think is fair to mention at the moment that we do not want to share. I think great answer, Kjetil. There is also kind of an analogy here to the automotive sector where you had the connected car from being offered by the premium vendors of cars 20-25 years ago, and they all did their own connectivity solutions. After a while, it became third-party offerings, which were the obvious highest quality. That is also something to think about in regards to that question.
Thank you. Then we have a question from Markus Heiberg. How is the customer concentration of Memfault? I think we have talked about that. What is the share of the top 10? We do not go into deeper there. We have another question from Markus. Do you see negative revenue synergies from taking this software in-house?
I'm not sure if I understand that one, but I think what we do see here, what does the $12 million cost base include? I think there was a CapEx question previously also. The CapEx of Memfault, I believe, is extremely small.
Small, yeah.
All because we are talking about.
Very asset-like.
Asset-light software company. The $12 million cost base is mainly personnel.
In relation to, there's also a question about cost synergies. I think Memfault has been a very effective and effective business. The synergies are more on we can add our salespeople helping to sell Memfault's products, and Memfault's team can also sell into Nordic's. It is very little synergies included in the model.
I can see there is a follow-up question on the per-device revenue and such details we probably won't be going into at the moment, as we may also do some tweaks to the offering.
We have a question from Petter. Sorry for the third question, he says, as respectful. I still do not fully understand, but what does this give you additionally compared to the setup today? How many non-customers have this solution today through the partnership?
I can take a step, at least at the first one. We have explained how this is a very, very good fit. Bringing this in-house allows us to have a deeper integration and a much better out-of-the-box experience across the full Nordic portfolio. This deeper level of integration for something that is becoming a necessity in the market due to regulatory requirements, to security requirements, and just customer dependencies. That is why having this in-house makes a lot of sense at this stage.
We have a question from Halvor Dybdal. What share of your customers are relevant for Memfault's solution?
I think we have tried to allude to that already, not going into further details on that.
From Christopher von Bjørnsen. Based on your choice of words, it seems you are kind of confident in the 50% growth this year being a baseline or minimum. Is it fair to assume this 50% is already in the bag? What is the upside?
Yeah, so it's a good question. We are confident in the 50%, but we are not giving comments outside of that. I also alluded to that the cross-selling opportunity starts today. We are confident in the 50% growth number for 2025.
Yeah, yeah. I think we also missed a potential cost synergy question, which we passed by. Was a cost synergy question, which maybe you want to.
I think I answered that.
Okay.
Yeah.
We have another question from Halvor Dybdal. Do any of your competitors have a similar solution in-house?
I can take that. As far as we know, there is no one who has a solution that is similar in terms of capabilities, scale, and maturity as Memfault has. This is a very unique combination of a semiconductor with a software cloud service company joining forces.
We have another question from Christopher von Bjørnsen. Is it fair to assume the revenue from Memfault for the remainder of the decade is incremental to the financial ambition communicated in conjunction of the capital markets day? Or is this already included in the revenue ambition from the CMD?
That's a good question, Christopher. At the time of the CMD, we did not have this, at least not so closely at our plate. It is fair to assume that it is incremental. At the same time, I can also comment that on the OpEx side, this was not planned for either at our capital markets day.
Thank you. I think we have gone through all the questions. Thank you, everyone, for joining us. This concludes today's investor update call.
Thank you, everyone.