Sheffield software firm completes multi-million-pound acquisition
Sheffield based Sanderson Group, the software and IT services business, has acquired of Anisa Consolidated Holdings for £12m.
Anisa, which provides enterprise resource planning solutions, has around 250 customers and provides 24-hour support worldwide. The firm employs more than 90 staff and operates in London, Runcorn, Liverpool and Solihull and from smaller support operations in Singapore and Australia.
In an update this morning, Sanderson said that Anisa would complement the Enterprise division of Sanderson, adding “The enlarged, merged business is expected to provide and develop incremental and 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.”
For the period ended 31 December 2016, Anisa had audited revenue of £10m, including pre-contracted recurring revenues representing over 50% of total revenue and reported operating profit of £0.38m. Profit before tax was £73,000. At 31 December 2016, Anisa 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. They have agreed to a minimum ‘lock-in’ period of three years for their new Sanderson ordinary shares.
The purchase consideration for the acquisition comprises an initial £3.39m, made up of around £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.
Further consideration of £1.82m is payable to Anisa share option holders to be satisfied by cash or new Sanderson shares at a price of 70p by 31st December 2017, dependent on the choice of the option holder.
Sanderson is also taking over Anisa’s utilised five-year repayable term debt facility, with the final quarterly repayment being due in 2020, as well as a current account positive cash balance of just over £1m.
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.
Application has been made to the London Stock Exchange for the 1,894,217 new ordinary shares to be admitted to trading on AIM (‘Admission’) and it is expected that Admission will take place on 29 November.
Group chief executive, Ian Newcombe, said: “We are delighted to welcome the Anisa team, led by Ross Telford, David Renshaw, and Lionel Moore, together with their Anisa colleagues to Sanderson and we are excited by the prospect of combining our two strong, well-positioned businesses and by the opportunities that will arise from working closely together in the future.”
Chairman, Christopher Winn, added: “Anisa and Sanderson have known each other for many years and though this transaction is a Sanderson acquisition, it feels more like a merger. Whilst Anisa and Sanderson have rarely competed in their respective target markets, they are very complementary in terms of their ethos and business model – providing cost-effective solutions, supported by providing quality service to customers thereby building and developing long-term relationships.”
The strategy of the combined business is to continue to develop the existing range of products and services delivered to existing customers; to further invest and develop the Anisa relationships with strategic partners and to provide additional investment in order to accelerate growth opportunities by attracting even more new customers.”
Adrian Ballam, Lucy Holroyd and John Feaster from Schofield Sweeney advised Sanderson on the acquisition.
