Sale of Cassium Technologies to Netstore plc
Press Release, 16th May 2005
Cassium a UK-based IT services company today announced that it has been acquired by Netstore, a leading provider of managed IT solutions. Cassium offers business consultancy, technology consultancy and Microsoft based managed services largely to the Financial and Telecommunications sectors. Cassium was advised by FirstCapital, the specialist technology corporate finance adviser.
The initial consideration payable for the acquisition comprise a cash payment of approximately £2.7 million; the issue of 4 million ordinary shares in Netstore (being the "Initial Consideration Shares") and Netstore has also agreed to re-finance approximately £1.11 million of Cassium's institutional loan stock; a total of approximately £5.6m. Additional deferred consideration is also payable if Cassium meets certain challenging net profit before tax targets for the period from Completion to 30 April 2006. This deferred consideration shall comprise a further maximum payment of £4.4 million, of which up to 68 per cent can be satisfied at the option of Netstore by the issue of Netstore ordinary shares at a price per share of 43p (being the "Block Listed Shares"). For the financial year ended January 2005, Cassium reported turnover of £5 million and operating profit of £0.5mn.
Netstore believes the acquisition will add business consultancy skills that will facilitate the sale of its managed IT solutions; in demand technology skills, and a significant customer base in Netsore's target markets. Cassium already services a number of high profile financial organisations in the City and also works closely with British Telecom, with whom Netstore also has a strong trading relationship. The Directors believe that the acquisition will be earnings enhancing in its first full year of ownership, after accounting for re-organisation costs.
Completion of the agreement is conditional on the admission to trading on the AIM Market of the London Stock Exchange of the relevant consideration shares. Application has therefore been made to the London Stock Exchange for 4,000,000 ordinary shares of 20 pence, being the Initial Consideration Shares, and 7,000,000 block listed ordinary shares, being the Block Listed Shares, to be admitted to trading on AIM. Admission is expected on 19 May 2005.
Neil Lloyd, Chief Executive of Netstore commented "In order to sell our core managed IT solutions effectively, we know that we have to engage and build trust at the highest level within target organisations; Cassium brings us the skills and credibility to engage with the most senior level decision makers on a broad range of projects. Also, Cassium brings strong knowledge in technologies that are in strong demand, particularly in the City, a key market for Netstore." He added "We have been looking for sometime to add the sort of skills that Cassium brings; we are very pleased to have found these skills in a business that is very well managed, fast growing and profitable."
About Netstore
Netstore provides low-risk, step-by-step outsourcing services and solutions that help
organisations adopt a more progressive approach to IT outsourcing; reducing risk, the time to implement, and achieving earlier business benefit, while retaining essential control of their business.
Founded in 1996 and headquartered in Bracknell, UK, Netstore is a public company listed on the London Stock Exchange. Netstore provides a comprehensive suite of outsourced IT software and services to its clients, with particular expertise in the Local Authority, and Finance, Banking, Insurance & Legal sectors.
Netstore has a unique approach to IT outsourcing where the organisation works in partnership with its customers' business managers and IT departments to ensure appropriate expectations are defined, SLAs are set and contracts negotiated that enable business agility and innovation.
Netstore also maintains good relationships with its technology partners and suppliers, enabling it to deliver a full range of outsourced IT solutions that include reporting & analysis tools; core process applications such as financial management, housing, social services, and e-procurement; infrastructure tools including data storage and disaster recovery; security solutions and business consultancy.
Netstore has customers across the UK, specialising in the Local Authority, and Finance, Banking, Insurance & Legal sectors. Its key customers include London Borough of Hackney, Camden Council, Aegon UK Group, ISIS Asset Management, Foreign & Colonial, Essex County Council, as well as Powergen and Cisco Systems.
For further information visit www.netstore.co.uk
About Cassium
Cassium is a technology company that delivers sustainable business benefits through the implementation of enterprise extension technologies. These technologies allow organisations to make the best use of existing investments in IT systems, software and data, by automating business processes and making their current systems available to everyone through direct internet access.
For further information visit www.cassium.com
About FirstCapital
FirstCapital is a technology corporate finance advisory firm based in London, specializing in venture capital fund raising and mergers and acquisitions advice to high growth technology companies.
Our team is experienced in executing a wide variety of deals from start-ups to multinationals and in both UK and international cross border transactions. We provide pro-active, informed, full service deal management, including assistance with strategy and planning, finding and approaching investors or M&A targets, valuations and hands-on transaction execution.
We work in partnership with our clients to achieve their goals, offering impartial advice and support based on our knowledge of the market and of each client's individual requirements, and sharing alongside them in the risks and the rewards of success.
For further information visit www.firstcapital.co.uk
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