Market Tech Holdings Limited Acquires innovative e-commerce marketing platform
Market Tech (AIM: MKT), the holding company that combines iconic real estate assets with an e-commerce business, announces that it has acquired Stucco Media Limited ("StuccoMedia"), a leading e-commerce marketing platform with global reach, for a total consideration of up to US$34.5 million, subject to a post-closing working capital adjustment.
The business is being acquired from Guy Weiss, Itay Itzhaki and others, (together, the "Vendors") who are entitled to a further aggregate payment of US$8.5 million details of which are set out below. Guy and Itay, who between them owned approx. 80 per cent. of StuccoMedia, founded the business three years ago and have built a strong team consisting of PhD physicists and highly skilled engineers and developers.
StuccoMedia operates an innovative and cost-effective algorithmic e-commerce marketplace technology for online retailers, for international marketplaces such as eBay and Amazon. The StuccoMedia business model enables it to expand into different territories with minimal capital expenditure and is focused on delivering a global marketplace technology offering. The company enables its global client base to increase traffic volumes and sales, ultimately enhancing their return on investment. Through proprietary algorithms StuccoMedia is able to fully automate its clients' advertising, selecting products that are more likely to appeal to their customers, based on prior online behaviour.
The business has grown rapidly over the last three years and has generated in aggregate US$100 million in sales for a number of online market places between October 2014 and March 2015. In the 2014 financial year, StuccoMedia achieved audited revenues and EBITDA of US$6.1 million and US$0.82 million respectively. During the first quarter of 2015, StuccoMedia's total revenue was in line with total revenue for the full year ended 31 December 2014. StuccoMedia's EBITDA for the first quarter of 2015 exceeded EBITDA for the full year ended 31 December 2014.
This highly complementary acquisition represents a significant strategic addition to the Group's online capabilities which, when combined with Market Tech's online assets in mobile marketing and CRM; technology; and distribution will enable a more rapid and aggressive execution of the Group's strategy to become a full service global e-commerce solution provider.
Charles Butler, Market Tech Chief Executive Officer, said:
"This is an extremely exciting acquisition for Market Tech. StuccoMedia's e-commerce technology will form the centrepiece of our transition to a fully integrated online/offline retail offering. Following the acquisition of Glispa in March this year we will now be able to leverage our real estate and e-commerce assets to provide a truly global online marketplace coupled with physical retail and leisure assets."
Of the US$34.5 million consideration, the initial consideration of US$25.8 million is to be satisfied on closing of the acquisition by a US$12.8 million cash payment and US$13 million in ordinary shares in the capital of the Company ("Ordinary Shares"), equating to 3,468,196 Ordinary Shares, (representing approximately 0.92% of the existing issued share capital of the Company). The working capital adjustment will be calculated after closing of the acquisition and any payments due following the adjustment will be made in cash. The deferred element of consideration of US$8.7 million, which is payable subject to continued involvement of certain of the Vendors in the business, is to be satisfied in Ordinary Shares, which will be issued in instalments between the first and second anniversary of closing of the acquisition. The total number of Ordinary Shares capable of being issued in connection with the deferred consideration is 2,312,130, (representing approximately 0.62% of the existing issued share capital of the Company).
In addition to the total consideration of up to US$34.5 million, certain of the Vendors are entitled to a further aggregate payment of US$8.5 million in cash subject to the successful future delivery of an e-commerce platform for the Group, measured against key deliverables and within specified timeframes. Such payment, if it becomes due, is subject to the continued involvement of the relevant Vendors in the business and will be made 12 months after closing of the acquisition.