SDL PLC Disposal of Fredhopper (3888V)

TIDMSDL

RNS Number : 3888V

SDL PLC

30 January 2017

SDL plc

Disposal of Fredhopper

30 January 2017, Maidenhead, U.K. - SDL plc ("SDL", "Group" or the "Company"; LSE: SDL), the global innovator in language translation technology, services and content management, today announces a conditional agreement to sell Fredhopper BV and its subsidiaries (together "Fredhopper"), to ATTRAQT Group plc ("ATTRAQT"; AIM: ATQT), for a cash consideration of GBP25.0 million on a debt-free/cash free basis (subject to closing adjustments).

Fredhopper is a cloud-based provider of onsite search, navigation, recommendation and visual merchandising solutions to eCommerce retailers.

Background to this transaction

In January 2016, SDL announced its strategic decision to divest certain non-core elements of the Group's technology business, being Campaigns, Fredhopper and Social Intelligence. As previously announced, the Campaigns business was sold on 2 November 2016.

Details of the transaction

SDL has signed a sale and purchase agreement with ATTRAQT, a leading provider of visual merchandising, eCommerce site search and personalised recommendation technology, for the sale of Fredhopper, which remains conditional on, amongst other things: (i) approval of the acquisition of Fredhopper by ATTRAQT's shareholders; and (ii) Readmission (defined below).

ATTRAQT has announced today that the directors of ATTRAQT and certain of its key existing shareholders have given irrevocable undertakings to ATTRAQT to vote in favour of the Fredhopper acquisition in respect of their beneficial holdings representing over 75 per cent. of ATTRAQT's existing share capital.

To fund this transaction, ATTRAQT also announced this morning a conditional firm placing and open offer to raise up to GBP28.5 million (before expenses). The firm placing element of their fundraising to raise GBP27.5 million (before expenses) was significantly oversubscribed by new and existing ATTRAQT shareholders.

ATTRAQT's firm placing and open offer is conditional on the admission of the enlarged issued share capital of ATTRAQT to the AIM market in accordance with the AIM Rules for Companies ("Readmission"). Readmission is expected to occur on or around 7 March 2017.

Financial impact of the transaction

The total consideration for the Fredhopper disposal is GBP25.0 million on a debt-free/cash free basis (subject to closing adjustments). The proceeds will be used to drive the Company's growth strategy.

The gross assets of the business being disposed, including goodwill and intangibles, amounts to GBP6.3 million and this is expected to lead to a profit on disposal of GBP21.3 million. The Fredhopper business made a profit before taxation in 2015 of GBP0.5 million, after allocation of SDL intergroup charges, and GBP2.7 million on a proforma EBITDA standalone basis. The financial contribution of the Fredhopper business has been reported as a discontinued activity in the Group's financial reports in 2016.

The Social Intelligence sale process continues as previously announced.

Adolfo Hernandez, CEO of SDL, commented: "We are delighted to have found a great home for all stakeholders of the Fredhopper business, particularly its employees and customers. The transaction comes with the firm support of ATTRAQT's shareholders and the broader market."

This announcement contains inside information.

For further information please contact:

 
 SDL plc                             Tel: 01628 410 
                                      127 
 Adolfo Hernandez, Chief Executive 
  Officer 
  Dominic Lavelle, Chief Financial 
  Officer 
 
 FTI Consulting LLP                  Tel: 020 3727 
                                      1000 
 Edward Bridges / Emma Appleton

About SDL

SDL (LSE: SDL) is the global innovator in language translation technology, services and content management. For more than 20 years, SDL has transformed business results by enabling nuanced digital experiences with customers across the globe so they can create personalized connections anywhere and on any device. Are you in the know? Find out more at SDL.com and follow us on Twitter, LinkedIn and Facebook.

This information is provided by RNS

The company news service from the London Stock Exchange

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