TIDMNET
RNS Number : 5259A
Netcall PLC
23 January 2024
23 January 2024
NETCALL PLC
("Netcall", the "Company" or the "Group")
Acquisition of Skore Labs Limited
Enhancing the Liberty digital transformation platform,
increasing market opportunity and cross-sale potential
Netcall plc (AIM: NET), a leading provider of intelligent
automation and customer engagement software, is pleased to announce
the acquisition of Skore Labs Limited ("Skore"), a cloud-based
process improvement software company (the "Acquisition").
Key points:
-- Highly complementary bolt-on solution, enhancing and broadening
Netcall's offering as a one-stop-shop digital transformation
toolkit
-- Provides increased cross-selling potential and expanded market
opportunity and reach
-- Brings new customers across industries and a compatible cloud
recurring revenue model
-- Initial consideration of GBP2 million, with additional earnout
resulting in a maximum consideration of up to GBP6.225 million
About Skore
Skore (www.getskore.com) is a UK company that provides a
cloud-based software solution for business process discovery,
mapping, analysis and management. As an intuitive and collaborative
solution, users can rapidly identify process problems as well as
opportunities for optimisation to drive operational improvement,
innovation and efficiencies.
Based in Portsmouth, Skore was established in 2014 and has c.120
customers across a range of industries, including Ashford Borough
Council, Cielo, Holland & Barrett, Northrop Grumman and
University College London NHS Trust. All of the current team will
remain with the Netcall group.
For the year ended 31 December 2023, Skore's revenues have grown
96% to GBP449k (2022: GBP229k) with an adjusted EBITDA loss of
GBP55k (2022: loss of GBP159k) (figures from unaudited managements
accounts). Annual recurring revenue (ARR) from cloud subscriptions
increased by 179% to GBP651k (2022: GBP233k).
Acquisition Rationale
Process mapping is a foundation capability that enhances
Netcall's current product portfolio. With the expanded Liberty
platform that incorporates Skore's process mapping solution with
Liberty's low-code, robotic process automation and AI solutions,
customers will be able to build solutions, streamline and automate
processes faster and easier, to improve operational effectiveness
and efficiency.
The expanded Liberty platform also allows Netcall customers to
add process mapping to their subscriptions, creating cross-selling
potential and new customer opportunities for organisations that
want a comprehensive all-in-one process solution.
Consideration for the Acquisition
The total consideration for the Acquisition, including earnout,
is up to GBP6.225 million, of which up to GBP4.225 million is
dependent on the performance of Skore. The initial consideration is
GBP2.0 million, payable in cash from Netcall's existing cash
resources, with GBP1.8 million payable on completion and GBP0.2
million is held back and deferred for 12 months.
Up to GBP4.0 million of the earnout consideration is payable
subject to Skore achieving contracted annualised value of software
subscriptions ("Annualised Subscription Value") growth from GBP0.6
million to GBP2.0 million within three years of acquisition. The
payment will be pro-rata, measured annually, and paid 50% in cash
and 50% in Netcall shares with elements of both deferred until the
end of the earnout period. Any Netcall shares issued will be
subject to a 12 month lock-in for the management shareholders of
Skore. The balance of the earnout contingent consideration is
payable in cash and is dependent on achieving a minimum level of
Annualised Subscription Value in the earnout period.
James Ormondroyd, CEO of Netcall plc commented: "The acquisition
of Skore fits excellently within our stated acquisition rationale,
bringing a highly complementary technology offering. Business
process improvement is seen as an increasingly important part of
the puzzle for companies wishing to improve their interactions with
customers, and we believe this acquisition accelerates our position
in a rapidly growing market for digital transformation and
automation.
"We have a successful track record in growing our market
opportunity and cross-sell potential through organic and
acquisitive product expansion, and the addition of the Skore
process mapping capabilities is a step forward in this journey. We
look forward to welcoming the Skore team to Netcall."
For further enquiries, please contact:
Netcall plc Tel. +44 (0) 330
333 6100
James Ormondroyd, CEO
Henrik Bang, Non-Executive Chair
Richard Hughes, CFO
Canaccord Genuity Limited (Nominated Adviser Tel. +44 (0) 20 7523
and Broker) 8000
Simon Bridges / Andrew Potts
Singer Capital Markets (Joint Broker) Tel. +44 (0) 20 7496
3000
Harry Gooden / Asha Chotai
Alma Strategic Communications Tel. +44 (0) 20 3405
0205
Caroline Forde / Hilary Buchanan / Matthew
Young
About Netcall
Netcall's Liberty software platform with Intelligent Automation
and Customer Engagement solutions helps organisations digitally
transform their businesses faster and more efficiently, empowering
them to create a leaner, more customer-centric organisation.
Netcall's customers span enterprise, healthcare and government
sectors. These include two-thirds of the NHS Acute Health Trusts
and leading corporates including Legal and General, Lloyds Banking
Group, Aon and Santander.
For further information, please go to www.netcall.com.
Prior to publication the information communicated in this
announcement was deemed by the Company to constitute inside
information for the purposes of article 7 of the Market Abuse
Regulations (EU) No 596/2014 as amended by regulation 11 of the
Market Abuse (Amendment) (EU Exit) Regulations No 2019/310 ('MAR').
With the publication of this announcement, this information is now
considered to be in the public domain.
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