TIDMGLAN
RNS Number : 4386F
Glantus Holdings PLC
16 July 2021
16 July 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR") WHICH
IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
GLANTUS HOLDINGS PLC
("Glantus" or the "Company")
ACQUISITION OF TECHNOLOGY INSIGHT CORPORATION ("TIC")
Highlights
- Strategically significant and earnings enhancing acquisition,
benefitting Glantus' IPO backers and shareholders.
- Total consideration of up to US$9.3m.
- Boston-based TIC will provide Glantus with an additional 37 global enterprise customers.
- TIC brings intellectual property and 20 years of expertise and
experience in Accounts Payable analytics, bolstering Glantus'
strong growth in the space.
- TIC's primary software product, Datashark, provided c. $2.6m
of annual recurring revenues in 2020.
- Addition of TIC team represents a major expansion of Glantus'
US presence, adding more technical support, pre-sales capabilities
and implementation processes.
- TIC customers will be able to access more transformative AP
tools through the integrated Glantus platform, such as procurement
to payment, statement reconciliation, and contract compliance.
Summary
Glantus, the provider of Accounts Payable automation and
analytics solutions, has acquired Technology Insight Corporation
and the business and certain assets of Technology Insight Europe
Limited, for a total consideration of up to US$9.3million
(together, the "Acquisition"). This earnings-accretive acquisition
will provide an immediate boost to the company's earnings per
share, representing a major next step in the company's post-IPO
growth strategy.
Technology Insights Corporation is a software solution provider
into the accounts payable ("AP") departments of large, often
global, enterprises. It has developed its own software solution
which it has branded Datashark. TIC has been trading for over 20
years and has built up a strong annual recurring revenue base of in
excess of $2.6 million in 2020 and transactional revenues of over
$1.2 million in 2020. For the year ended 31 December 2020, TIC
reported turnover of $3.8m and pre-tax profits of $583k.
TIC is headquartered in Boston, US, and provides IT solutions
across the United States. TIC has its own intellectual property
which has been developed over 20 years. Its skill and reputation
around AP analytics will be of considerable benefit to Glantus and
the expansion of its US technical resource team will enhance the
Company's technical support, pre-sales capabilities and
implementation processes in this important market.
The Acquisition offers the opportunity to cross-sell the
individual technologies of each company across the combined
customer base, together with an acceleration of the Company's
organic growth within the existing customer base.
The vendor, Karl Anderson, is founder and CEO of TIC, who will
remain within the enlarged Group as SVP of Acquisitions and
Developments.
About TIC and Acquisition Rationale
TIC has 35 global customers, all of whom have a similar profile
as Glantus' existing enterprise customer base, with an average
annual spend in excess of an estimated $500 million. The
acquisition of TIC brings Glantus' total enterprise customer base
to over 80 and consolidates the Company's position in the US AP
solutions market. TIC deals directly with the AP function within
these organizations.
Like Glantus, TIC has two forms of revenue stream - subscription
and transactional. TIC's primary software solution is an analytics
product, Datashark. This product is sold on an annual
license/subscription basis providing current recurring revenues of
c. $2.6 million in 2020. TIC's recurring transactional revenues
account for c. $1.2 million in 2020, bringing the overall current
annual run rate revenues to $3.8 million in 2020. This profile of
revenue is attractive to Glantus, as it continues to grow its
current recurring revenue base and expand its successful
subscription model.
Responding to soaring customer demand, Glantus has been an
active developer of advanced AP analytics for many years. With
TIC's 20 year history working in AP analytics and in-depth
knowledge of its customer requirements, the Acquisition will
significantly accelerate the Company's provision of an advanced AP
analytics offerings to its customer base, and ensure the product is
a perfect fit for its global customers' requirements. In turn, the
Glantus platform will bring a more integrated solution and
capability to TIC customers, offering additional products, such as
procurement to payment, statement reconciliation, and contract
compliance.
Details of Agreements
- Under the terms of the Acquisition, Glantus Inc., the
Company's wholly-owned US subsidiary, has acquired TIC for a total
consideration of up to $9.3m, comprised of an initial consideration
of $7.75m in cash on completion, $0.4m six months after completion
and $1.0m twelve months after completion. The vendor, Karl
Anderson, has also entered into a subscription agreement with the
Company to subscribe $1.0m of the cash consideration received under
the Acquisition in return for 913,951 new ordinary shares of
EUR0.001 each in the Company (the "Subscription Shares"). The
Subscription Shares are subject to a lock-period ending on the date
of publication of the Company's annual accounts for the financial
year ending 31 December 2021 and to an orderly marketing
arrangement for a further period of 12 months.
- Glantus UK Limited, the Company's wholly-owned subsidiary, has
acquired the business and certain assets of Technology Insight
Europe Limited for a total cash consideration of $0.15m.
The cash consideration under the Acquisition is being funded
through a combination of the Company's existing cash resources and
a new EUR5.0m loan facility from BPC Ireland Lending II Designated
Activity Company ("Beachpoint Capital") on similar terms to the
Company's existing Beachpoint Capital facilities.
Maurice Healy, CEO of Glantus, said: "We're delighted to be
joined by the TIC team on this journey - this is the first
acquisition of many that we will undertake following our successful
IPO. Our goal is to become a leader in AP technology through a mix
of strong organic growth and acquisition, and the addition of TIC
is another key step in that exciting process.
The acquisition of TIC will provide presales, implementation,
and technical support resources to the entire US team, and will
make the provision of our services across the board more effective
and more efficient in the US. In addition, the acquisition provides
us with additional management resources, sales resources, and a
greater geographic spread of customers in the US. And while there
are also opportunities to reduce costs in the integrated business,
it is the addition of these important resources that makes the
acquisition of TIC even more compelling.
The integration of the Technology Insights (TIC) brand with that
of JPD (last year's US acquisition) under the Glantus brand, sends
a clear message to the market that Glantus is a major player in the
Accounts Payable space and in the consolidation of the US
market."
Karl Anderson, Founder and CEO of TIC, said: "We recognize that
customers are increasingly looking at automation and AI to drive
further efficiencies in their financial processes. With Glantus, we
now have the advanced technology platform and the team behind us to
deliver additional services to our customers."
Application and Total voting rights
Application is being made for the admission to trading on AIM
("Admission") of the 913,951 Subscription Shares. It is expected
that Admission will be effect on or around 22 July 2021.
Following Admission, the total number of ordinary shares in
issue will be 37,189,382, each with equal voting rights. The
Company does not hold any rights in treasury. The total voting
rights figure can be used by Shareholders as the denominator for
the calculations by which they will determine whether they are
required to notify their interest in, or a change of their interest
in, the Company under the Disclosure Guidance and Transparency
Rules of the Financial Conduct Authority.
For further Information, contact :
Glantus Holdings plc + 353 87 061 0795
Maurice Healy, CEO
ir@glantus.com
Arden Partners plc
Nominated Advisor and Broker
Ruari McGirr / Richard Johnson (Corporate) +44 (0)20 7614 5900
Simon Johnson (Broking)
Flagstaff Strategic and Investor Communications
Tim Thompson + 44 7710 718 649
Mark Edwards
Fergus Mellon
glantus@flagstaffcomms.com
Editor Notes:
Glantus (AIM:GLAN) is a global provider of Accounts Payable
automation and analytics solutions. Our mission is to simplify data
to drive constant innovation. The award-winning Glantus Data
Platform provides an end-to-end AP solution that layers onto
existing systems eliminating cost and delivering new revenue
streams. Glantus has over 300 customers across more than 50
countries, including Fortune 500 brands and large
multi-nationals.
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END
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