IMImobile PLC (LON:IMO), a cloud communications software and solutions provider, is pleased to announce that it has agreed to acquire Infracast Limited (“Infracast”), a leading provider of multi-channel messaging applications and middleware (“Acquisition”). The Acquisition is highly complementary to both IMImobile’s product set and customer base and is expected to be immediately earnings enhancing for the Group.
Highlights:
· Infracast is a leading technology partner to Telefonica, and through that partnership provides services to a number of tier one banks. Following the integration of the Acquisition, the enlarged Group will provide communication software and services to four of the top five tier one retail banking groups in the UK.
· Initial consideration of £8.2m payable in cash and shares on completion with a further deferred consideration based on Infracast meeting gross profit and EBITDA targets over the next three years.
· Good track record of revenue and gross profit growth, with over 90% recurring revenues. Reported revenue and gross profit of £10.4m and £3.1m, respectively, for the year ending 31 May 2016.
· The Acquisition is expected to enhance Group earnings during the year ending 31 March 2018.
· Infracast’s customer and product portfolio is complementary to existing IMImobile products and solutions, providing significant cross-sell and up-sell opportunities.
· The Infracast Platform to be integrated with IMImobile’s core cloud infrastructure with identified operational synergies.
· There are significant opportunities to leverage IMImobile’s global mobile operator footprint to introduce Infracast’s telecom offering into international markets.
Commenting on the Acquisition Jay Patel, Chief Executive Officer of IMImobile said: “The acquisition of Infracast helps us strengthen our capabilities and opportunities in the financial services sector, a sector which is profoundly impacted by the shift of consumer behaviour towards digital and mobile technologies. We expect to rapidly integrate the acquisition over the next six months and take advantage of the close synergies in terms of technology, partnerships, client base and the experienced senior management team.”
Background to and reasons for the Acquisition
IMImobile believes that Infracast has a leading middleware platform for the secure and resilient management of mobile messaging in the financial services sector and for optimising messaging volumes into mobile operator infrastructure. This capability will complement IMImobile’s business, allowing both businesses to cross-sell and up-sell the enhanced suite of services to tier one banks and mobile operators in the UK and internationally.
A key attraction of the Acquisition for IMImobile was the experienced Infracast senior management team, who have successfully developed the technology and established a track record of delivering revenues, profits and cash flow. As such, the founder David Angers and the commercial director Chris Hicks have agreed to remain part of the wider Group and will join IMImobile’s senior management team.
Infracast meets all of IMImobile’s acquisition criteria of purchasing companies with established recurring revenue contracts with large blue-chip enterprises, with over 90% recurring revenues. It has a complementary product set, a good financial record and opportunities for revenue and cost synergies.
Further information on Infracast
Infracast is based in Reading and employs 31 people. In the year ended 31 May 2016, Infracast reported a turnover of £10.4m, gross profit of £3.1m and EBITDA of £0.4m. Infracast has enjoyed strong growth during the period since these results. As at 31 May 2016, being the date of Infracast’s latest published audited financial statements, it had net assets of £0.3m.
Terms of the Acquisition
The initial consideration for the Acquisition is £8.2 million, comprising cash of £7.7m (£7.4m net of excess cash acquired) and £0.5m in shares satisfied by the issue of 273,614 ordinary shares at a price of £1.75 per share with additional deferred payments of up to a maximum aggregate value of £8.8m, split over three years based on a mix of gross profit growth and EBITDA targets, with an anticipated value of between £3 million and £5 million. The deferred consideration will be satisfied either in cash or shares at the option of the Company.
The initial cash consideration will be met from the Group’s existing cash resources. The deferred consideration will be shared amongst the founders of the business and senior management providing IMImobile with a motivated and committed team to leverage Infracast’s technology across IMImobile’s geographic regions.
