Software group annexes supply chain specialist in £12m acquisition
Software and IT services group, Sanderson has strengthened its offering with the acquisition of a supply chain specialist in a deal worth £12m.
The Coventry-based group has acquired Anisa Consolidated Holdings, which specialises in integrated supply chain and enterprise resource planning.
The business serves around 250 customers who are provided with 24-hour support on a worldwide basis throughout the year.
Anisa employs over 90 staff and operates from offices in London, Runcorn, Liverpool and Solihull within the UK and from smaller support operations in Singapore and Australia.
Sanderson said the deal complemented its Enterprise division and the enlarged, merged business is expected to provide synergistic market opportunities.
“The managed services, hosting services and cloud delivery services which have been developed by Anisa represent an exciting and enhanced service delivery option for existing Sanderson customers,” it said.
For the year ended December 31, 2016, Anisa had audited revenue of £10.04m, including pre-contracted recurring revenues representing over 50% of total revenue and reported operating profit of £0.38m. Pre-tax profit was £73,000 and as of December 2016, the business had net assets of £6.54m.
The Anisa executive team of Ross Telford, chairman, David Renshaw, chief executive and Lionel Moore, finance director will remain with Anisa following the deal.
Sanderson said they had demonstrated their commitment to the enlarged group by agreeing to a minimum ‘lock-in’ period of three years for their new Sanderson ordinary shares.
The deal is for an initial £3.39m, made up of approximately £2.06m in cash which is being financed from existing Sanderson cash resources and by the issue of 1,894,217 new Sanderson 10p ordinary shares valued at 70p, which are subject to a lock-in period of three years.
A further £1.82m is payable to Anisa share option holders to be satisfied by cash or new Sanderson shares (also subject to a lock-in period of three years) at a price of 70p by December 31, 2017, dependent on the choice of the option holder.
Sanderson is also taking over Anisa’s utilised five-year repayable term debt facility (final quarterly repayment being due in 2020) of £4.12m as well as a current account positive cash balance of just over £1m. Furthermore, loan notes with a coupon of 5% to the value of £1.05m will be repaid by October 2018. Deferred consideration, totalling £1.63m is payable in three tranches.
The first payment of £563,000 is payable in April 2018 and the second payment for the same amount, payable in October 2018; both tranches are unconditional. A third and final deferred payment of up to £500,000 is scheduled for April 2019, dependent upon some pre-agreed trading performance criteria.
“Both Anisa and Sanderson are very cash generative businesses and it is expected that the combined group will have total revenues of over £30m, of which more than 50% is pre-contracted recurring revenue,” added Sanderson.
“The combined group will have no net bank debt thereby maintaining a good and strengthening balance sheet. The board believes that Anisa is a well-managed cash generative business which will be earnings enhancing from the outset.”
