£72m agreement reached for software firm

Proactis Holdings, a specialist spend management software company has reached an agreement with Café Bidco for its entire issued and to be issued share capital.

Under the terms of the acquisition Café Bidco will acquire the entire stock at a price of 75p per share with a total acquisition value of approximately £71.6m.

The Wetherby-based business currently operates internationally with a market-facing presence in the UK, USA, France, German and the Netherlands. It reported last week that it was continuing to grow despite in the first half of the year to 31 January, the the challenges of Covid

Café Bidco is a wholly-owned indirect subsidiary of investment funds advised and managed by Pollen Street Capital – one of Europe’s leading specialist private equity investors in the financial and business services sectors. Its proposed acquisition of Proactis comes as it sees significant scope for increased adoption of business spend management solutions as companies increasingly seek to digitise processes, particularly in the mid-market where such solutions are currently less highly-adopted than amongst larger corporates.

Alan Aubrey, the chairman of Proactis, added: “We are proud of the significant progress that Proactis has made over the past year, particularly after a very difficult period in Proactis’ history. Whilst we remain excited about the prospects for the business, we have been in discussions with Bidco and received a proposal that we believe is compelling for all of our stakeholders. We are pleased that Bidco is supportive of the acceleration of Proactis’ existing strategy and believe that Proactis will benefit from Pollen Street Capital’s considerable financial resources, longer-term approach to value creation, and significant experience in successfully backing high-growth businesses to achieve their full potential. As a result of the Acquisition, we believe Proactis will be both nimbler in executing its strategy and able to build a business capable of sustainable longer-term growth.

“Having carefully considered the range of options available to Proactis, including the terms of the proposed Acquisition by Bidco, the Proactis Directors have concluded that the Acquisition, which offers certainty of certain cash value to the Proactis Shareholders as well as the ability to retain a shareholding in the business going forward, is in the best interests of Proactis, its shareholders and wider stakeholders, and as such are unanimously recommending the Cash Offer to shareholders.”

Proactis is being advised by a team from Walker Morris, led by corporate partner Richard Naish and which includes Laura Cavell, Rebecca O’Keefe and Micha Hatfield (all corporate) and Nicola Parkinson (tax/share schemes).

Commenting on the acquisition, Naish said: “Proactis has been a long-standing client of the firm and today’s announcement marks the end of another chapter in the progression of the business – one that we have got to know very well over 15+ years of working together – but also an exciting opportunity to pursue the strategy with the support of Pollen Street.”