Converge enters the UK market with the
company's 35th acquisition.
TORONTO and GATINEAU, QC, Sept. 22,
2022 /CNW/ - Converge Technology Solutions Corp.
("Converge" or "the Company") (TSX: CTS) (FSE: 0ZB)
(OTCQX: CTSDF) a software-enabled IT & Cloud Solutions
provider, is pleased to announce it has agreed to acquire UK-based
Stone Technologies Group Limited ("Stone"), a trusted provider of
Circular IT solutions for education institutions, as well as public
and private sector organizations in the United Kingdom. Converge's acquisition of
Stone is subject to conditions, including regulatory approval under
the United Kingdom National Security and Investments Act 2021, and
is expected to close in the fourth quarter.
Stone has served the UK's public and private sectors for over 30
years assisting thousands of organizations to adapt and thrive in a
continually changing technology landscape, deploying market leading
technologies, delivering personalized services, and providing
reliable IT support. The company's vision is to make a true and
lasting impact on the way technology is sold, providing a full
circular procurement cycle for clients for the good of the
environment and future generations. With a focus on sustainability,
Stone has made it easy for organizations to recycle their redundant
technology through the innovative Stone 360 App.
Commenting on the acquisition, Simon
Harbridge, CEO of Stone Technologies stated, "We are
delighted to be joining the Converge family. As a growing
organization with a strong team and great platform for significant
expansion in the UK and Europe,
joining Converge is a benefit for both our clients and Stone
employees. Becoming part of Converge will strengthen our ability to
deliver an expanded technology portfolio and support the diverse
needs of our clients. Additionally, there is a great cultural fit
and the team at Converge will be fully aligned with our
environmental and sustainability mission."
"2022 has been a monumental year of growth for Converge in the
European market," stated Shaun
Maine, CEO of Converge. "Along with our recent acquisitions
in Germany, we are excited to
leverage the knowledge and skills of Stone Group and its teams to
continue enhancing our capabilities and offerings to our clients in
the United Kingdom and European
Union."
Stone Group generated gross revenue1 of approximately
C$212.9 million (£140.1 million) with
an adjusted EBITDA2 of C$9.0
million (£5.9 million) for the trailing twelve-month
period ended July 31, 2022.
Consideration for the purchase will consist of C$59.6 million (£39.2 million) in cash paid
at closing, in exchange for approximately an 89% interest in Stone.
Positive net working capital will also be paid out at closing.
Under the terms of the acquisition, certain key management
personnel of Stone will reinvest a portion of the proceeds from
sale of their shares into a new Converge UK holding company,
representing an aggregate minority interest stake of 11%. The
purchase agreement allows for Converge to acquire the remaining 11%
of Stone after approximately 3 years. After adjusting for positive
working capital in Stone at closing, the purchase multiple
would be approximately 6.6 times adjusted
EBITDA2 for the trailing twelve-month period ended
July 31, 2022. The purchase price
will be financed by Converge's global revolving credit facility.
Upon closing, the acquisition will be immediately accretive to
Converge, resulting in increased revenue and adjusted
EBITDA2 from that point.
Stone Group marks the thirty-fifth acquisition announced by
Converge or its affiliates since October
2017. Converge's family of companies also includes Corus
Group, LLC; Northern Micro, Inc.; 10084182 Canada Inc. operating as
Becker-Carroll; Key Information Systems, Inc.; BlueChip Tek, Inc.;
Lighthouse Computer Systems, Inc.; Software Information Systems
LLC.; Nordisk Systems, Inc.; Essex Technology Group, Inc.;
Datatrend Technologies, Inc.; VSS, LLC; Solutions PCD, Inc.; Unique
Digital, Inc.; Workgroup Connections, Inc.; Vivvo Application
Studios LTD.; Vicom Computer Services, Inc.; CarpeDatum LLC;
Accudata Systems, Inc.; Dasher Technologies, Inc.; ExactlyIT, Inc.;
REDNET GmbH; Vicom Infinity, Inc.; Infinity Systems Software, Inc.;
LPA Software Solutions, LLC; OPIN Digital, Inc; Paragon Development
Systems, Inc.; Visucom GmbH; 1CRM Systems Corp.; Interdynamix
Systems; Creative Breakthroughs, Inc.; PC Specialists, Inc. d/b/a
Technology Integration Group; GfdB, ImfB, and DEQSTER; Notarius;
and Newcomp Analytics.
About Stone Group
Established in 1991, Stone Group is a leading provider of
Information and Communications Technology (ICT) Solutions to UK
Public Sector and Private Sector organizations of all sizes. Its
mission is to improve the education, health, and quality of life of
people in the UK through technology services. By taking ownership
of its customers' technology, Stone Group enables organizations to
concentrate on what they do best – whether that is looking after
the citizens of today or tomorrow.
About Converge
Converge Technology Solutions Corp. is a software-enabled IT
& Cloud Solutions provider focused on delivering
industry-leading solutions and services. Converge's global solution
approach delivers advanced analytics, application modernization,
cloud platforms, cybersecurity, digital infrastructure, and digital
workplace offerings to clients across various industries. The
Company supports these solutions with advisory, implementation, and
managed services expertise across all major IT vendors in the
marketplace. This multi-faceted approach enables Converge to
address the unique business and technology requirements for all
clients in the public and private sectors. For more information,
visit convergetp.com.
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1
|
Gross revenue is a
non-IFRS measurement and reflects the gross amount billed to
customers, adjusted for amounts deferred or accrued.
|
2
|
Earnings before
interest, taxes, depreciation, and amortization ("EBITDA") and
adjusted EBITDA are non-IFRS measures and are not recognized,
defined, or standardized measures under IFRS. Adjusted EBITDA
removes the impact of certain income and expenses that the Company
expects to be non-recurring under Converge ownership.
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SOURCE Converge Technology Solutions Corp.