Invigor to Acquire Leading German Smart Media Specialist Condat AG
Sydney, Oct 15, 2015 AEST (ABN Newswire) - Leading big data solutions company Invigor Group Limited (
ASX:IVO) ("Invigor") has signed a heads of agreement to acquire all the issued shares in Condat AG, a software solutions business based in Berlin, Germany ("Condat"). A summary of the key terms of the proposed transaction, including the main conditions precedent is attached via link below.
Invigor to acquire leading German smart media specialist Condat AG
- Complementary acquisition to accelerate Invigor product roadmap
- Exceptional IP to enable Invigor to manage content distribution across multiple platforms
- Strong customer base
- Strong revenues and significant contribution to EBITDA expected
- Substantial cost synergies with product development teams
- European base to expand global sales of Invigor's Australian product suite
Condat is the major provider of smart media solutions to public broadcasters in Germany and its innovative software will strongly complement Invigor's existing product offering and its development towards becoming an end-to-end big data and content distribution provider.
Condat is projecting revenue of approximately $7.0m for 2016 with an operating EBITDA margin expected to exceed 15 per cent1. Invigor expects Condat to deliver continuing revenue growth and a strong EBITDA contribution. Condat employs approximately 50 staff.
Invigor will acquire Condat for $4.5m subject to any adjustment for closing net tangible assets. The purchase consideration will comprise $2.25m payable in cash with the balance by an issue of Invigor shares which will be issued at 8.5 cents per share. Of the cash component of the acquisition consideration, $500,000 will be paid at completion and $1.75m will be deferred until December 2016 subject to a holdback of up to $800,000 for warranty claims which may arise. Shares issued as part of the acquisition consideration will be placed in escrow for between 12 to 18 months from completion as set out in the attachment. Any adjustment to the consideration required for the closing net tangible assets will affect the number of shares to be issued.
The Condat Smart Media Engine allows companies to analyse semantic content. This capability will enhance Invigor's existing contextual analysis capability and deliver better customer segmentation and targeting. This will strengthen the Insights Visitor offering substantially and will accelerate the delivery of our product roadmap.
Invigor's Executive Chairman Mr Gary Cohen said: "We have identified Condat as a business which will seamlessly slide into our vision of taking Invigor's existing product offering and moving toward becoming an end-to-end solution for our clients, who want to source, aggregate and analyse data and publish relevant content as a result."
"We see excellent synergies between our existing Insights Visitor platform, which can identify and profile individuals, and Condat's offering which provides the ability to manage relevant content across media and internet distribution being viewed by these people."
Invigor's Managing Director Mr Gary Munitz said: "Condat's existing platform will enable Invigor to achieve significant cost synergies by enabling us to leverage the skill set of the Condat team. Condat's clients comprise the major public broadcasters in Germany as well as a selection of key private outlets which provides a strong base to springboard our products and solutions into the European market."
A meeting of shareholders to seek required approvals is expected to be held in late November. A notice of meeting will be distributed shortly. The acquisition is expected to be finalised shortly after the approvals are obtained.
To view the transaction conditions, please visit:
http://media.abnnewswire.net/media/en/docs/ASX-IVO-885011.pdf
About Invigor Group Ltd
Invigor Group (ASX:IVO) uses its complementary suite of big data products to source, aggregate, analyse and publish content for the benefit of businesses and consumers.
Today its interconnected data sets enable enterprise clients including retailers, brands, shopping centres and government bodies to identify and better understand competitors, consumers, markets and demographics while providing the consumer with the best value-for-money.
Using its current products and a pipeline of additional offerings Invigor will have the ability to provide an end-to-end solution spanning sales, product management, business intelligence, marketing, advertising, content creation and distribution, while monetising each step of the process.
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