Marks Pluribus' Seventh Acquisition in the
Growing eLearning Market
TORONTO, May 17,
2022 /CNW/ - Pluribus Technologies Corp. (TSXV: PLRB)
("Pluribus" or the "Company"), a growing acquiror of
small, profitable software companies, today announced that
pursuant to a share purchase agreement dated May 16, 2022, the "Share Purchase
Agreement") it has acquired (the "Acquisition") all of
the issued and outstanding shares of Knowledge Strategies Inc.
doing business as Tortal Training ("Tortal").
Based in Woburn, MA, Tortal has
a 21-year operating track record as a provider of learning
management systems ("LMSs"), employee training and eLearning
program services. Tortal has a broad customer base but specializes
in solutions for automotive (OEM, aftermarket and motorsport) and
consumer products franchises, with a focus on organizations with
distributed workforces.
"Businesses across North American are looking for advanced tools
to support effective training of increasingly distributed
workforces and Tortal's custom LMS, library of in-demand courses
and diverse U.S. customer base are expected to be highly
complementary to our rapidly growing eLearning solutions offering,"
said Richard Adair, CEO of Pluribus
Technologies. "We see a range of customer cross-selling
opportunities right across Pluribus' portfolio of 12 acquired
companies that we will pursue while we also integrate Tortal under
The Learning Network banner."
"This is a very exciting time for Tortal, as we embark on the
next stage in our journey," said Evan Hackel CEO of Tortal. "We are
very impressed with Pluribus and how they collaborate between the
companies they acquire to make every company better. Being part of
Pluribus will give us the tools that we need to take the company to
the next level. This is a great opportunity for Tortal, our
employees and our customers.
Acquisition Rationale
- Tortal has a long history as a profitable business with an
established operational track record, including a number of
partners offering Tortal programs on their platforms;
- Further strengthens Pluribus' presence in the eLearning market
and as a provider of learning management systems suitable for a
range of organization types;
- Tortal's LMS is focused on franchises and associations, which
supports opportunities with existing Pluribus portfolio companies,
Assured Software and SkilSure, who have similar business
models
- For the first time, Pluribus acquires a full library of soft
skills courses that can be cross-sold across the Pluribus portfolio
of companies; and
- Tortal will rapidly integrate under Pluribus' newly established
eLearning banner, The Learning Network.
Terms of the Acquisition
Pursuant to the terms of the Share Purchase Agreement, the
Company has agreed to pay the current shareholders of Tortal an
aggregate of approximately US$1.4
million in cash and issue 175,926 common shares of the
Company for a total purchase price of approximately US$1.9 million. In addition, the current
Tortal shareholders will be entitled to an earn-out based on the
achievement of future performance targets by Tortal. The price paid
for the acquisition falls within Pluribus' historical target range
for Adjusted EBITDA1 and the acquisition is expected to
be immediately accretive.
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|
1 Adjusted EBITDA is a non-IFRS
measure as described in the Non-IFRS Measures section of this news
release.
|
Evan Hackel, the CEO of Tortal,
has more than 20 years of progressive business leadership
experience, most recently as a member of the executive team for one
of the largest privately held cooperatives in the United States. He will remain involved in
Tortal post-acquisition to ensure a smooth integration into the
Pluribus portfolio of companies.
About Tortal
Tortal is a full-service eLearning provider specializing in
developing interactive eLearning solutions. Tortal makes effective
training for organizations with distributed workforces easier, by
enhancing learning outcomes using strategic methodologies for
engagement. This approach helps maximize an investment in learning
and development, which in turn drives sustainable improvements in
business performance and results. For more information, please
visit: https://www.tortal.com/.
About Pluribus Technologies
Corp.
Pluribus is a technology company that is a value-based acquirer
of small, profitable business-to-business technology companies in a
range of verticals and industries. Pluribus provides its
acquisitions access to experienced sales and marketing resources,
strategic partnership opportunities, a diverse portfolio of
customers in different geographical markets and enabling
technologies to create new revenue streams and provide the
opportunity for these companies to grow in their respective
markets. For more information, please visit:
https://www.pluribustechnologies.com/.
Non-IFRS Measures
The Company uses non-IFRS measures to assess its operating
performance. Securities regulations require that companies caution
readers that earnings and other measures adjusted to a basis other
than IFRS do not have standardized meanings and are unlikely to be
comparable to similar measures used by other companies.
Accordingly, they should not be considered in isolation. The
Company uses Adjusted EBITDA as a measure of operating performance.
Management uses Adjusted EBITDA to evaluate operating performance
as it excludes amortization of software and intangibles (which is
an accounting allocation of the cost of software and intangible
assets arising on acquisition), any impact of finance and tax
related activities, asset depreciation, foreign exchange gains and
losses, other income, restructuring and transition costs primarily
related to acquisitions and other one-time non-recurring
transactions.
Forward-Looking
Information
Certain information in this press release constitutes
forward-looking statements under applicable securities laws. Any
statements that are contained in this news release that are not
statements of historical fact may be deemed to be forward-looking
statements. Forward-looking information in this press release
includes, but is not limited to, statements with respect to the
business plans of the Company, including the successful completion
and pace of future acquisitions, the Company management's
expectation on the growth, profitability and performance of its
current and future acquisitions, TSXV approval of the Acquisition,
Tortal's continued growth and profitability, Evan Hackel's engagement by Tortal following the
closing of the Acquisition, the anticipated synergies between
Tortal and the Company, the Company's ability to continue acquiring
business-to-business software companies at reasonable prices and
the Company's ability to grow its portfolio companies into
significant organizations. Forward-looking statements are often
identified by terms such as "may", "should", "anticipate",
"expect", "potential", "believe", "intend" or negatives of these
terms and similar expressions.
Forward-looking statements are based on certain assumptions,
including the Company's ability to complete acquisitions on
favourable terms; the Company's ability to manage a complex
portfolio of companies effectively; the Company's ability to
scale its management team to support a rapid pace of growth; the
Company's ability to raise sufficient financing to continue the
pace of its acquisition strategy; the Company's ability to maintain
its rapid pace of growth. Other assumptions include industry
trends, the availability of growth opportunities, and general
business, economic, competitive, political, regulatory and social
uncertainties will not prevent the Company from conducting its
business. While the Company considers these assumptions to be
reasonable based on information currently available, they are
inherently subject to significant business, economic and
competitive uncertainties and contingencies and they may prove to
be incorrect. Forward-looking information speaks only to such
assumptions as of the date of this release.
Forward-looking statements also necessarily involve known and
unknown risks, including without limitation, risks associated with
general economic conditions, including the COVID-19 pandemic,
adverse industry events, marketing costs, loss of markets, future
legislative and regulatory developments, the inability to access
sufficient capital on favourable terms, the Company's
limited operating history; ability to complete
favourable acquisitions; the software industry in
Canada and internationally, income
tax and regulatory matters, the ability of the Company to execute
its business strategies, including the ability manage a complex
portfolio of companies effectively, competition, currency and
interest rate fluctuations, and other risks.
Readers are cautioned that the foregoing is not exhaustive.
Readers are further cautioned not to place undue reliance on
forward-looking statements as there can be no assurance that the
plans, intentions or expectations upon which they are placed will
occur. Such information, although considered reasonable by
management at the time of preparation, may prove to be incorrect
and actual results may differ from those anticipated.
Forward-looking statements are not guarantees of future
performance. The purpose of forward-looking information is to
provide the reader with a description of management's expectations,
and such forward-looking information may not be appropriate for any
other purpose. Except as required by law, the Company disclaims any
obligation to update or revise any forward-looking statements,
whether as a result of new information, events or otherwise.
Forward-looking statements contained in this news release are
expressly qualified by this cautionary statement.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this press
release.
Contact:
Craig Armitage
LodeRock Advisors
investors@pluribustechnologies.com
+1 (416) 347-8954
Richard Adair
Chief Executive Officer
Pluribus Technologies Corp.
1 (800) 851-9383
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SOURCE Pluribus Technologies Corp.