TIDMPHD
RNS Number : 7070F
PROACTIS Holdings PLC
29 April 2014
Date: 29 April 2014
On behalf of: PROACTIS Holdings PLC ("PROACTIS" the "Company"
or "the Group")
Embargoed until: 0700hrs
PROACTIS Holdings PLC
Acquisition of Intesource Inc
PROACTIS Holdings PLC ("PROACTIS", the "Company" or "the Group),
the specialist Spend Control software provider, is pleased to
announce that it has entered into an agreement to acquire the
entire issued and to be issued share capital of Intesource Inc
("Intesource") for $3.9 million, payable in cash on completion
("the Acquisition"). The net cash consideration is expected to be
approximately $2.9 million as Intesource is expected to have
approximately $1.0 million of cash at completion.
Highlights
-- Intesource will increase the Group's scale and profitability,
and provide a substantial footprint and expertise in the US
market
-- The Acquisition brings a Gartner recognised expert reverse
e-auction offering, delivered as true Software as a Service, which
is complementary to the Group's existing service and software
suite
-- Over 25 new clients and significant scope for cross-selling
opportunities
-- Clients follow a subscription based business model with,
typically, 2 to 4 year term contracts
-- Annual recurring revenue to be acquired as part of the
Acquisition is anticipated to be in excess of $4.5 milllion
Information on Intesource
Intesource is an established provider of e-auction services
(using its own proprietary service delivery know-how and software
platform) and has more than 25 clients delivering over $4.5 million
of recurring annual income profitably. The service offering was
recognised by Gartner which classified Intesource as a "cool
vendor" list in its report during May 2013.
The Directors believe that the Acquisition will provide further
scale and profitability and offers strong opportunities to
cross-sell its own complementary product suite. In addition,
operational savings are expected through the consolidation of
elements of its existing operations in the United States.
Intesource's current e-auction service delivery know-how and the
software platform significantly bolsters PROACTIS's offering, by
accelerating the service offering to clients and saving forward
development costs.
Customers of both PROACTIS and Intesource can look forward to
the delivery of broadened services and solutions to support
operations, enhance procurement effectiveness and extend
collaboration with suppliers. In addition, Intesource's customers
will now have access to truly "end-to-end" procurement solutions
from the PROACTIS Group.
For the year ended 31 December 2013, the audited accounts of
Intesource showed turnover of $5,026,000 on which it made an
operating profit of $610,000. Gross assets at that date were
$2,889,000.
Further information on the Acquisition
Upon completion of the Acquisition, PROACTIS will issue new
ordinary shares of 10p each in the capital of the Company
("Ordinary Shares") to the value of approximately $0.4 million to
certain key employees of Intesource to settle Intesource's bonus
obligations to them. These Ordinary shares will be subject to
lock-in conditions over a period of one year from completion.
Completion of the Acquisition is conditional principally upon
consents, approvals and agreements with certain customers,
suppliers and stakeholders of Intesource and confirmatory
certificates from the appropriate regulatory authorities in the
United States being received. Completion of the Acquisition is
expected to occur within a period of up to six weeks from today,
assuming that there is no material adverse affect to Intesource's
financial position and performance over that time.
The Group will fund the Acquisition from its own cash
resources.
A further update will be made as and when required.
Rod Jones, CEO commented:
"Intesource is an excellent strategic fit for PROACTIS, and
marks a significant step in the Group's growth strategy through the
provision of increased scale, profitability and further growth
opportunities. In addition the Group will benefit from synergies
with its existing US operations.
"The acquisition widens our breadth of offering with an expert
service delivery capability from a Gartner recognised "cool
vendor". The depth of experience and software capability provided
by Intesource bolsters the Group's existing strong offering, and
reflects the increasing need of our customers for e-auction
services. We are now in a strong position to begin delivering these
services to clients immediately and look forward to updating the
market on our progress in due course."
Enquiries:
PROACTIS Holdings PLC
Rod Jones, Chief Executive Officer Via Redleaf Polhill
Tim Sykes, Chief Financial Officer
Redleaf Polhill
Rebecca Sanders-Hewett
Jenny Bahr
Rachael Brown 0207 382 4730
finnCap Limited
Stuart Andrews
Charlotte Stranner 0207 220 0500
Notes to Editors:
PROACTIS creates, sells and maintains specialist software which
enables organisations to streamline, control and monitor all
internal and external expenditure, other than payroll. PROACTIS is
used in over 300 organisations around the world from the
commercial, public and not-for-profit sectors.
PROACTIS is head quartered in Wetherby, West Yorkshire. It
develops its own software using an in-house team of developers and
sells through both direct and indirect channels via a number of
Accredited Channel Partners.
PROACTIS floated on the AIM market of the London Stock Exchange
in June 2006.
CLOUD COMPUTING is defined as location-independent computing,
whereby shared servers provide resources, software, and data to
computers and other devices on demand, as with the electricity
grid.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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