Artilium plc (LSE/AIM: ARTA), the AIM quoted provider of innovative telecommunication software and solutions, is pleased to announce the acquisition of the entire issued share capital of Wbase CV (“Wbase”), a web development agency based in Gent, Belgium (the “Acquisition”) for a maximum consideration of €410,000. Wbase specialises in the development of Drupal websites, digital communication and e-commerce platforms. The rationale for the Acquisition is as follows:
- Wbase has built a leading position in the Belgian market with an extensive client list including Green IT Globe (“GIG”), a growing strategic partner of Artilium
- Wbase will provide the professional skills and experience Artilium requires in the front-end development of its products and services;
- Wbase will provide the scale and knowledge for the development of Artilium’s online presence into its retail telecommunications markets. This will significantly enhance the web presence of its operating companies Artilium, United Telecom, Ello, *bliep, Livecom and Comsys;
- Wbase provides client cross-selling and up-selling opportunities to Artilium.
Details of the Acquisition
Artilium will pay an initial consideration of €110,000 for Wbase, €20,000 of which will be satisfied by the immediate issue of 254,776 new ordinary shares of 5 pence each (“Ordinary Shares”) at a price of 6.75 pence per Ordinary Share (the “Initial Consideration Shares”), being the mid-market close price of Artilium’s Ordinary Shares on 7 April 2017. The remaining €90,000 of initial consideration will be satisfied in cash which will immediately be used by the vendors to satisfy an outstanding debt owed to Wbase, resulting in this element of the consideration being cash neutral for Artilium.
Deferred consideration of up to a maximum €300,000 will be satisfied in shares and is subject to an earnout agreement, which is contingent on a revenue target for Wbase for the 12 months immediately following completion. In the year to 30 June 2016, Wbase generated revenues of € 165,374, EBITDA of € 40,860and had net assets of € 47,317as at that date.
Application will be made for the Initial Consideration Sharesto be admitted to trading on AIM and admission is expected to take place on 18 April 2017 (“Admission”). The Initial Consideration Shares will rank pari passu with the existing Ordinary Shares of the Company.
Following Admission, the total number of issued Ordinary Shares in the Company will be 311,273,201Ordinary Shares. This figure may be used by shareholders of the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change to the interest in, the Company under the FSA’s Disclosure and Transparency Rules.
Bart Weijermars, Chief Executive Officer of Artilium said:
“I am delighted we have acquired such a reputable and well established business. The team and I are looking forward to welcoming the Wbase team to Artilium.
This acquisition will provide the skills and experience needed in the front-end development of our products and services as well as providing scale and knowledge to enhance our own on-line presence. We are completely committed to ensuring a smooth transition for all involved. The acquisition of Wbase will also provide cross-selling opportunities underpinning our strategy to grow significantly over the coming years.”