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LONDON, UK – Aug. 02, 2016 — /BackupReview.info/ — Defenx PLC (AIM:DFX), the mobile security software solutions company, announces that it has acquired 95.2% of Memopal Srl, a cloud backup and synchronisation business from majority owners Pi Campus Srl, Translated Srl, Thesis Impianti SpA and a further 14 private investors for a total consideration of up to €1.78 million and the assumption of outstanding loans from certain Sellers of €0.56 million.
In the year ended 31 December 2015, Memopal generated revenues of €819,000, EBITDA of €370,000, a net profit of €67,000 and had gross assets of €1,304,000 as reported under Italian generally accepted accounting standards. These results would not have been materially different if reported under the Group’s IFRS accounting policies.
Memopal is based in Rome on Pi Campus, a start-up district and venture fund built around Translated Srl and Memopal. Memopal will operate as a subsidiary of Defenx and will be managed jointly from Pi Campus by its existing management team, which includes its founder and CEO, Gianluca Granero, along with Andrea Stecconi and Philipp Prince, CEO and CFO respectively of Defenx.
Benefits to Defenx
In addition, bank facilities of €500,000 have been negotiated for working capital purposes and will be available within Memopal. UniCredit SpA has provided a three-year term loan of €400,000. Banca Sella SpA has provided a one-year overdraft facility of €100,000.
The Acquisition is expected to be earnings enhancing after sales and cost synergies in the first full financial year.
The Company is also assuming €0.56 million of debts owed by Memopal to certain of the Sellers that will be repaid in equal instalments over a period of up to 24 months, which together with the unpaid Cash Consideration, will attract interest at 8.0% per annum.
The deferred consideration of up to €0.38 million will be satisfied by the issue of up to an additional 238,035 new Ordinary Shares (“Earn-out Shares”), subject to certain performance thresholds of the enlarged group being met for the year ending 31 December 2017 as set out below:
The number of Earn-Out Shares to be issued will be determined based on the average mid-market closing share price and the average GBP:EUR spot rate for each of the five business days up to 29 June 2018.
The implied enterprise valuation for 100% of Memopal is €2.49 million assuming payment of the full earn-out consideration.
Settlement, dealing and total voting rights
The aforementioned figure of 6,720,306 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Defenx under the Financial Conduct Authority’s Disclosure and Transparency Rules.
Andrea Stecconi commented: “This is an extremely exciting development for Defenx and Memopal. The bundling of Defenx’s security software with Memopal’s cloud backup and sync product offers a compelling proposition to channel partners and end-users alike. With Memopal’s location at the heart of Pi Campus in Rome, the Group will gain access to a great pool of talent and ideas. We look forward to integrating Memopal’s products, customers and team into Defenx to further deliver shareholder value.”
Defenx takes an innovative approach to the channel by revenue sharing to enhance channel partners’ margins using our own brand. Furthermore, we also offer to enhance partners’ brands with “powered by Defenx” white-label solutions that we can integrate with partners’ billing systems, supporting deeper and more valuable customer relationships.
This combination of well-designed software and innovative commercial approach creates a faster route to more markets, with lower customer acquisition costs than the competition.
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