Vertex Industries Inc has agreed to acquire two international companies, and raised $7.5m in new cash equity, in order to establish itself as a $40m concern integrating mobile computing with middleware and e-commerce. The two companies it will acquire are London-based Portable Software Solutions Group and Germany’s ICS International AG of Frankfurt. Vertex’s new funding comes from an investor group led by Edwardstone & Co of New York and MidMark Capital LP of New Jersey, and will finance working capital and the two acquisitions.
PSS is said to be the UK’s largest provider of handheld terminal systems to mobile workers, and leads in the door-to-door insurance and dairy industries. Last year it reported revenue of approximately $7.7m and pre-tax profits of $1.1m. ICS sells integrated high-end wireless data capture systems to industrial users in Germany, and reported revenue of $23m last year and operating profits of $800,000, after non-recurring charges.
Formed in 1974, Clifton, New Jersey-based Vertex is a systems integrator and middleware company. Its products include the BridgeNet data collection software that connect legacy and open systems platforms to bar scanners; Evolve web-enabled database access tool for e-commerce sites; I/O Exchange message broker; NetWeave messaging and database middleware; and DCS SQL system for automated warehouse management. In 1996, the company acquired NetWeave Corp and The Sombers Group Inc. Sombers had specialized in distributed applications for 20 years before spinning off NetWeave in 1993 to market the eponymous middleware.
PSS will be acquired for 1,207,500 new unregistered Vertex shares, $5.9m in cash payable at closing and two payments of around $800,000 each at six months intervals following. ICS is to be acquired for $6.3m in cash at closing, but includes real property valued at $1.6m, housing ICS’s headquarters, and tax loss carry forwards of around $4.2m. Pro forma revenue for Vertex, PSS and ICS in 1998 would have been $38m, an increase of 28% over the previous year for the combination. All three transactions will involve issuing 9,657,142 new Vertex shares.
Vertex said the new deals would help it create a business platform capable of serving our mutual customers across the United States and Europe more effectively. The company said the product sets, particularly in the area of mobile wireless communications, networking and middleware, were very complementary.
