Acquisition of iOLAP and FY2022 EarningsSource: RNS
ELIXIRR INTERNATIONAL PLC
("Elixirr", the "Company" or the "Group")
Acquisition of iOLAP Incorporated and FY22 Earnings
Elixirr International plc (AIM:ELIX), the established, global award-winning challenger consultancy, is pleased to announce the acquisition of the entire issued share capital of technology and data firm, iOLAP Incorporated ("iOLAP"), for a maximum total consideration payable of US$40.0 million (£30.4 million) (the "Acquisition").
The Board is also pleased to update its guidance for the financial year ending 31 December 2022 ("FY22") to reflect its current expectation including c.9 months' impact of the Acquisition. The Board's current expectation is that full year FY22 revenue will be in the range of £70 million - £75 million with an Adjusted EBITDA margin in the range of 27-28%.
· iOLAP is a US-headquartered technology services firm with 239 full-time employees specialising in provision of end-to-end data and advanced analytics services
· Elixirr's third acquisition since IPO in July 2020 and the first in the USA, marking another step forward in the Group's growth strategy
· The business being acquired recorded revenue in 2021 of US$22.3 million (£16.9 million), normalised adjusted EBITDA of US$4.2 million (£3.2 million) and normalised profit before tax of US$3.8 million (£2.9 million)
· The initial consideration represents a multiple of 6x 2021 EBITDA
· The Acquisition brings specialist data and analytics capabilities, including artificial intelligence (AI) and machine learning (ML), into Elixirr where there is existing demand for these services. This will enable Elixirr to form even stronger and longer-term relationships with its existing clients as they work together on their toughest business challenges
· iOLAP generated 94% of its 2021 revenue from US clients with a similar profile expected this year, resulting in a significant expansion of Elixirr's US footprint, and delivers work with teams in the US and Europe
· The data consulting market is forecast to grow by 32% a year on average to US$4.2 billion by 20261, meaning this Acquisition positions Elixirr to maximise its share of that opportunity
· iOLAP has a very strong reputation in the market - it outperformed competitors in 93% of the categories measured and scored by their clients during due diligence, with its main strengths attributed to technical capability and ability to deliver proactive insights during client engagements
· Elixirr has already worked alongside iOLAP on several client engagements over the past six months, validating the forthcoming success of this partnership. iOLAP has worked with both Elixirr consulting clients as well as clients of the other brands within the Group. Likewise, Elixirr has sold its other brands into current iOLAP clients. It is a proven relationship where the Group is particularly excited by the cross-selling opportunity
· Immediately earnings enhancing
· Prior to acquisition, certain products were carved out of iOLAP. All numbers presented in this announcement are reflective of the acquired ongoing business of iOLAP.
Consideration for the Acquisition
The maximum total consideration payable is US$40.0 million. This consists of initial cash consideration of US$25.2 million, plus earn out payments of up to US$14.8 million. The initial cash consideration will be financed from Elixirr's existing cash balances, which totalled £33.8m at 28 February 2022.
Of the US$25.2 million initial cash consideration, US$14.0 million has been paid to the sellers from Elixirr's existing cash resources, free of restrictions. The remaining balance of US$11.2 million is subject to a contractual commitment with the sellers to use the after-tax amount (US$8.5 million) to purchase Ordinary Shares in Elixirr at a price per share of £6.425 by 29 April 2022. The Ordinary Shares will be purchased, at Elixirr's option, either from the Elixirr International Employee Benefit Trust, subject to sufficient available supply, or otherwise by way of a subscription for new Ordinary Shares from Elixirr, or a combination of both. The balance of this element of the cash consideration (US$2.7 million) has been paid to the sellers to settle their tax obligations relating to it.
The remaining consideration is potential earn out payments of Elixirr Ordinary Shares at the prevailing market price of up to US$14.8 million, contingent on iOLAP achieving revenue growth and EBITDA margin growth targets in periods up to 31st December 2024. This consideration will be satisfied at Elixirr's option to use either one or a combination of both approaches set out above in relation to the initial consideration.
The Ordinary Shares purchased pursuant to the Acquisition will be subject to a one-year lock-in arrangement and limitations on the Ordinary Shares that each seller can sell in each of the following three years.
As part of the transaction, iOLAP's largest shareholder has agreed to sign up to a bonus and commitment agreement through which he will share a portion of the value of his received consideration to a further six senior leaders in the firm. The sellers have also agreed to 3-year restrictive covenant agreements.
Reasons for the Acquisition
iOLAP is a US-based provider of technology solutions, delivering innovative outcomes with cutting-edge data expertise that brings efficiency, security, and scale to clients. Its capabilities range from data science and advanced analytics to modern application development and AI and ML. The Board believes that combining Elixirr's deep strategic expertise with the depth of iOLAP's capabilities presents a unique market opportunity, adding depth to Elixirr's existing capabilities and enabling the strategy of acquiring companies with specialism in strategic Board-level issues.
The combination of Elixirr and iOLAP presents a significant global opportunity for both companies, with the addition of iOLAP materially increasing Elixirr's US footprint and team size. Both firms can work in new industries, due to complementary and additive client profiles - adding 50+ clients to Elixirr's large and ever-growing client base and providing access to hundreds of new clients for iOLAP. Elixirr will also be able to leverage iOLAP's European delivery team across its global clients, creating further opportunity to add value to clients and shareholders alike.
In a recent client survey iOLAP was rated 23% higher than their competition. It outperformed the competition in 93% of the categories measured, with its main strengths attributed to technical capability and proactive insights.
iOLAP was co-founded by Chris Jordan (CEO and President), and together with Chris is currently led by Craig Rich (Managing Partner) and Don Mettica (Managing Partner). Chris, Craig and Don will continue to lead the business from Dallas, Texas following the Acquisition.
Founder & CEO of Elixirr, Stephen Newton said:
"I'm delighted to welcome iOLAP as the latest addition to Elixirr, one of the most significant growth milestones in our firm's history.
As organisations continue to embark on digital transformation and operate in an increasingly customer-centric world, it is crucial for business leaders to put data at the heart of their strategy in order to stay ahead. iOLAP's offering in this space, combined with the scale at which they operate in both the US and European markets makes this acquisition incredibly exciting.
Combining iOLAP's expertise in data and analytics with Elixirr's deep strategic and business consulting experience will ensure we continue to stay at the heart of key boardroom challenges. In iOLAP we see a group of culturally aligned entrepreneurs, who are driven by intellectual curiosity and a desire to solve problems for their clients and I truly believe that our combined proposition offers something unique in the market.
I can't wait to see what the future holds for Elixirr with the addition of iOLAP, as we continue in our quest to truly redefine our industry and be the best consulting firm in the world.
CEO of iOLAP, Chris Jordan said:
"After growing significantly over the last few years, we were looking for a model to ensure we maintain momentum and Elixirr is the perfect partner for this. Combining our technical expertise with Elixirr's strategic competencies allows us to satisfy greater demands from our existing and future client bases, and the respective client bases our companies hold in different geographies present significant growth opportunities.
We have already proven the power of our partnership, having worked together on several client projects over the last six months, and it's clear that there is an appetite from our clients for a combined proposition. Joining Elixirr will also provide opportunities for our employees to further develop their careers and take on more of an owner mentality, through the various equity incentive schemes that the firm has in place.
We are excited for the future, and look forward to delivering more value for our combined client base, as part of Elixirr!"
Elixirr International plc
Stephen Newton, CEO
Graham Busby, CFO
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About Elixirr International plc
Elixirr is an established global award-winning management consultancy, challenging the larger consultancies by delivering innovative and bespoke solutions to a repeat, globally-recognised client base.
Elixirr was founded in 2009, by Stephen Newton, Graham Busby, Ian Ferguson, Andy Curtis and Mark Goodyear, experienced business advisors who identified a market opportunity to provide bespoke, personal services as a 'challenger' to the traditional consultancy businesses in the market. Elixirr guides its clients to overcome challenges such as: future-proofing against technological disruption; development and roll-out of new propositions, products and services; incubating new businesses; navigating a more complex and multinational regulatory environment; and project management and implementation of major change programmes.
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the company's obligations under Article 17 of MAR.