Sx3 provides applications software to over half the local authorities in the UK, and also provides IT and business process outsourcing services to local government, education and utilities sectors.
Hemel Hempstead, UK-based Northgate plans to borrow heavily to complete the purchase. It will fund the acquisition with through a new GBP 275m ($520m) debt facility which it has agreed with ABN AMRO and Barclays Capital, and the placement of 37.5 million new Northgate shares worth approximately GBP 25m ($47m).
Northgate CEO Chris Stone said that although it left the company in a lot of debt it had a strong base of recurring revenues and regular cash flows. That means that we can carry a level of gearing that might be unusual in other businesses with less certain or less regular cash flows.
The acquisition will make local government one of its two key sectors, along with human resources following a similar-sized purchase of Rebus HR Group in a reverse takeover just over a year ago.
Stone said that he believed that the integration of the Rebus acquisition had been completed, but that the timing of the purchase of Sx3 was driven by the seller. We have no say over that timing that’s the board of Viridian and their shareholders’ decision. But, we have to be very clear with our shareholders that there were a number of significant assets in the UK market that would be of interest to Northgate if they became available, and Sx3 is one of them.
Sx3 reported sales of GBP 60.7m ($114.7m) for the six months to the end of September 2004, and an operating profit of GBP 4.8m ($9.1m). It has 1,100 employees, to add to Northgate’s headcount of 2,200, but Stone confirmed that there would be redundancies, though it was too early to say where or how many. Northgate plans to make cost savings of GBP 5m ($9m) a year through the acquisition, and it is expects it to be accretive to earnings in the financial year to the end of April 2006.
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