TIDMSQS

RNS Number : 7667D

SQS Software Quality Systems AG

02 February 2015

2 February 2015

SQS Software Quality Systems AG

("SQS" or the "Company")

Acquisition of a majority of the issued share capital of Bit Media S.p.A for EUR6.07 million

SQS Software Quality Systems AG (AIM: SQS.L), the world's largest specialist supplier of software quality services, announces that it has acquired 90% of the issued share capital of Bit Media S.p.A ("Bit Media"), a testing services and systems analysis provider to the financial services and public sectors, headquartered in Italy, for a cash consideration of EUR6.07 million. The consideration for the acquisition was entirely funded from the Company's existing cash reserves.

The acquisition of Bit Media gives SQS entry into the Italian market, and provides a solid and substantial platform from which to strengthen our service to the Company's existing Italian customers and to expand further into the region through the cross selling of services. Bit Media is closely aligned with SQS in terms of the services it provides and its focus on the Banking, Financial Services and Insurance ("BFSI") sectors and will bolster SQS' capabilities within these key industries, which now account for over 50% of the Company's revenues. There are also a number of operational synergies across the two organisations that may result in cost savings and improved efficiencies including providing the existing Bit Media business with access to SQS's lower cost offshore testing resources.

Bit Media has consistently demonstrated a healthy financial performance. In its latest available audited statements for the year ended 31 December 2013, Bit Media delivered revenues of EUR11.5 million and a profit before tax of EUR1.1 million. Future revenues are also underpinned by a substantial and secure order backlog of EUR32.9 million over the next three years.

Bit Media is expected to benefit from the additional scale and capabilities provided by being part of SQS, potentially leading to new sales opportunities. In addition to new client opportunities, SQS currently has a number of multi-national clients that have operations or conduct business in Italy and have expressed an interest for the Company to provide its services on a local basis within the region. In addition, it is expected that there will be opportunities to upsell SQS's existing services to Bit Media's client base which consists of many excellent and long-established relationships.

SQS has acquired 90% of Bit Media from the shareholders pursuant to the terms of an acquisition agreement for a cash consideration of EUR6.07 million. The Managing Director of Bit Media will retain 10% of the shares and is to remain with SQS, as managing Director SQS Italy. The parties have agreed a call option in favour of SQS and a put option in favour of the vendor, over the remaining 10% of the shares that SQS is not acquiring at this time. Either party may exercise its respective option at any time between the 3(rd) and 5(th) anniversary of completion of the acquisition, the valuation of which will be determined with reference to Bit Media's latest audited profit after tax at that time.

Commenting on the Acquisition, Livio Mariotti, Managing Director of Bit Media, said: "We are confident that the global scale and delivery capabilities of SQS will provide us with numerous new business opportunities upon which we will focus our attention. We therefore greatly look forward to being part of SQS."

Commenting on the Acquisition, Diederik Vos, Chief Executive Officer of SQS, said: "We are delighted to announce the acquisition of Bit Media. It is important for SQS to have a strong European presence and with Italy being the 8th largest economy in the world and the 3rd largest in the Eurozone this acquisition expands our geographic reach into the strategically important Italian market. As well as giving us a considerable presence and solid platform for further growth in Italy, the acquisition provides opportunities for us to market our services to Bit Media's existing client base and to provide local testing services to our existing clients in the region.

The acquisition comes with a solid order backlog. In addition, it will further deepen our domain expertise within the fast growing BFSI sector which currently accounts for the majority of our revenues. As such we are confident that Bit Media will prove a considerable asset to SQS going forward."

Enquiries:

 
SQS Software Quality Systems AG          Phone: +49 (0) 2203 9154-0 
Diederik Vos, Chief Executive Officer 
Rene Gawron, Chief Financial Officer 
Canaccord Genuity - Nomad and Joint      Phone: +44 (0) 20 7523 8000 
 Broker 
Simon Bridges / Peter Stewart / Cameron 
 Duncan 
 
Westhouse Securities - Joint Broker      Phone: +44 (0) 20 7601 6100 
Robert Finlay / Antonio Bossi 
Walbrook PR Limited                      Phone: +44 (0)20 7933 8780 
Bob Huxford                              bob.huxford@walbrookpr.com 
 Sam Allen                                sam.allen@walbrookpr.com 
 

About SQS Software Quality Systems

SQS is the world's leading specialist in software quality. This position stems from over 30 years of successful consultancy operations. SQS consultants provide solutions for all aspects of quality throughout the whole software product lifecycle driven by a standardised methodology, offshore automation processes and deep domain knowledge in various industries. Headquartered in Cologne, Germany, the company now employs approximately 3,900 staff. SQS has offices in Germany, the UK, Australia, Egypt, Finland, France, India, Ireland, Malaysia, the Netherlands, Norway, Austria, Singapore, Sweden, Switzerland, South Africa, the UAE and the US. In addition, SQS maintains a minority stake in a company in Portugal. In 2014, SQS is expected to have generated revenues of circa EUR268million.

SQS is the first German company to have a primary listing on AIM, a market operated by the London Stock Exchange. In addition, SQS shares are also traded on the German Stock Exchange in Frankfurt am Main.

With over 7,000 completed projects under its belt, SQS has a strong client base, including half of the DAX 30, nearly a third of the STOXX 50 and 20 per cent of the FTSE 100 companies. These include, among others, Allianz, Beazley, BP, Centrica, Commerzbank, Daimler, Deutsche Post, Generali, JP Morgan, Meteor, Reuters, UBS and Volkswagen as well as other companies from the six key industries on which SQS is focussed.

For more information, see www.sqs.com

This information is provided by RNS

The company news service from the London Stock Exchange

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