Northfield, Birmingham based systems house Kalamazoo Plc has announced that it is to make its first ever US acquisition. Kalamazoo has agreed to acquire a 62% stake in accounting software specialists Great American Software Inc, Amherst, New Hampshire for a straight cash payment of $1.7m, valuing the company at $2.8m, plus a further consideration based upon future profits. The two founders are retaining nearly all of their existing shareholdings which make up the balance of the common stock, and the earn-out balance is computed so that the founders can require Kalamazoo to buy some or all of their holding at a price of nine times net earnings per share with a top limit of $3m for each of the 19% shareholdings held by the two founders. And if this leaves the founders with less than 5% they can require Kalamazoo to buy out the balance for a maximum of another $1m each. Great American Software produces two packages: One Write Plus is a low-end accounting system which is marketed in the UK by Kalamazoo under licence as a branded package called One-Up; while Dome is a single entry accounts system aimed at small business users, both of which run on MS-DOS micros. The company had a turnover of $2.3m for the year to December 31 and claims to have sold the packages to nearly 70,000 users in the US through its distributor network. Kalamazoo says that believes the user base and distributor network can provide it with the right platform to expand into the small business market in the US. Great American currently has $1.3m of debt, mainly due to research and development costs as well as the cost of establishing a distributor network. Kalamazoo admits the target needs a cash injection, and it has agreed to put up $1.5m of loan capital as part of the total package.
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