Deals
accesso® Technology Group plc Acquires Siriusware Inc
accesso Technology Group plc (AIM: ACSO), the premier technology solutions provider to the global attractions and leisure industry, is pleased to announce the acquisition of Siriusware ("Siriusware")(the "Acquisition"): a leading North American provider of ticketing and point-of-sale ("POS") software and hardware solutions and professional services to the leisure industry, with particular strength in the ski and snow sports sector.
Acquisition Highlights
The Directors believe that Siriusware will:
- Provide accesso with direct access into new leisure industry verticals, in particular the ski and snow sports sector and cultural attractions;
- Increase accesso's penetration in existing verticals, such as amusement parks and waterparks;
- Present opportunities to cross-sell its range of products and services to an expanded customer base. In particular, targeting accesso's eCommerce solutions at Siriusware's existing customers and Siriusware's POS solutions into accesso'scustomers;
- Enhance accesso's ability to develop new products and integrated value-added services for customers, particularly in POS, by combining the strong IP and product development skills of both companies;
- Provide incremental recurring revenue streams through Siriusware's ongoing license and technical support model;
- Strengthen accesso'smanagement team, with Siriusware's current President and CEO, Mark Danemann, becoming President of Siriusware Inc., and other key staff remaining with the enlarged Group in key management positions; and
- Be immediately earnings accretive.
"I am delighted to announce our acquisition of Siriusware: an immediately earnings accretive move that will take us into new markets, new geographies and strengthen the already world-class technology platform we have here at Accesso. This acquisition aligns two likeminded teams and two highly complementary product offerings that, together, can unlock greater value in traditional markets and in new ones. We firmly believe that this deal is a sound use of funds and one which will deliver good returns in the years ahead."
Commenting on the Acquisition, Mark Danemann, President and Chief Executive Officer of Siriusware said:
"We are thrilled to join forces with Accesso, a firm we have greatly respected for many years, and firmly believe we can deliver even more value to current and future customers by working together to further expand our innovative solutions. Being part of the Accesso team presents an exciting opportunity to expand the innovation and reputation we have built into new markets, new clients and even new corners of the world. I look forward to working together to meet the rapidly changing needs across the leisure industry."
Overview of Siriusware
Siriusware is a private company, based in the U.S, which offers a fully integrated suite of software and hardware solutions and professional services to the leisure industry. Siriusware has historically focused on delivering its solutions to the ski and snow sports industry, which contributed over 50% of FY2012 revenue. In recent times Siriusware has successfully built upon its strong position in the ski and snow sports market and diversified into amusement parks and water parks, cultural attractions such as museums, aquariums and science centres, and into a broad range of other entertainment sites. The Company now services more than 250 venues.
Siriusware offers its customers an integrated POS solution and targets operators of attractions which, like accesso's own operator customers, have a general admissions component. It offers these operators a range of services to help them manage and maximise value from this component, including ticketing & admissions, membership and pass provision, on-site retail, integrated credit and debit card processing and club management, amongst other functions. Siriusware also provides hardware and equipment, such as access controls and scanners, and professional services including implementation, custom reporting, consulting and enhancements.
Rationale for the Acquisition
The Directors of accesso believe that the Acquisition is strategically compelling and highly complementary to accesso's existing operations, customer base, product and service offering. The Directors see significant potential for Siriusware to expand accesso's product offering, complement its technology platform and bring additional skills that will enable the Group to move more quickly toward its goal of becoming a leading provider of end-to-end solutions to the attractions and leisure industry.
There is minimal overlap between accesso and Siriusware's respective customer bases, which presents a significant opportunity to cross-sell existing product solutions. The addition of these new customer relationships is expected to create new areas of growth for the enlarged group as well as enhance existing client relationships. Furthermore the Acquisition has the potential to augment and deepen accesso's product offering within its existing client relationships with the availability of Siriusware's retail, rental and food point-of-sale solutions.
The Acquisition provides accesso with direct access into new areas of the leisure industry, in particular the ski and snow sports sector, which has historically been an anchor market for Siriusware's POS solutions, as well as the opportunity to leverage accesso's industry leading eCommerce platform to the expanded customer group. In addition, there is scope to increase penetration for both companies into markets where accesso currently has a strong presence, such as amusement parks and waterparks as well as expand Siriusware into new geographic markets currently served by accesso.
As such, the Board believes that this acquisition represents an excellent use of Group resources, enabling it to deliver future growth from a broader, more balanced mix of end-markets.
Terms of the Acquisition
Under the terms of the Acquisition, accesso will purchase 100% of the entire issued share capital of Siriusware from the selling shareholders (the "Vendors"), for a total consideration of US$13.0m (£8.0m) (the "Total Consideration"). At the time of the Acquisition Siriusware has net cash on its balance sheet of US$1.2m (£0.7m). The Total Consideration consists of the following: US$7.8m (c.£4.8m) in cash at completion (the "Initial Cash Consideration") and the issue of 473,130 new ordinary shares of 1 penny each (the "New Ordinary Shares") in accesso (equating to approximately 2.3 per cent of the Group's enlarged issued share capital) (the "Initial Stock Consideration").
The Vendors include President, Chief Executive Officer and majority shareholder of Siriusware, Mark Danemann, and current employees of Siriusware.
Application has been made for the admission of 473,130 New Ordinary Shares, being the Initial Stock Consideration, to trading on AIM. It is expected that dealings in these New Ordinary Shares, which will rank pari passu in all respects with the existing ordinary shares of the Company, will commence on 10 December 2013. Following the issue of the New Ordinary Shares, the issued share capital of the Company will comprise 20,199,011 ordinary shares.
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