TIDMELIX
RNS Number : 2566W
Elixirr International PLC
11 December 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 596/2014 AS IT FORMS PART OF UK DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS
AMED.
8 December 2023
ELIXIRR INTERNATIONAL PLC
Acquisition of Insigniam LLC and Insigniam SAS.
Elixirr International plc (AIM: ELIX) ("Elixirr", the "Company"
and together with its subsidiaries, the "Group"), the established,
global award-winning challenger consultancy, is pleased to announce
the acquisition by its US subsidiary, Elixirr, Inc. of all of the
issued and outstanding membership interests of Insigniam LLC
("Insigniam LLC"), and by Elixirr International plc, of the entire
issued and outstanding shares of Insigniam SAS ("Insigniam
Performance", and together with Insigniam LLC, "Insigniam"), for a
maximum consideration payable of US$18.5 million (the
"Consideration") (the "Acquisition").
Acquisition highlights
-- Insigniam is a US-headquartered consultancy firm with 50+
personnel specialising in supporting clients and executives to
define and navigate large scale change and transformation.
-- This is the Group's fifth acquisition since its IPO in July
2020 and third in the US, enhancing the Group's presence in this
key market.
-- In the 12 months to November 2023 (unaudited), Insigniam
recorded revenue of US$13.7m, normalised EBITDA of US$2.3m and
normalised profit before tax of US$2.3m.
-- The initial consideration represents a multiple of 5.7x 2023
LTM EBITDA, based off November 2023 LTM financials (unaudited).
-- The transaction is immediately earnings-enhancing.
-- The Acquisition brings specialist services in transformation,
leadership alignment, cultural change, and executive coaching,
complementing the Group's existing service offerings.
-- In addition to an expansion of capabilities, Insigniam has
deep expertise in additive industries for Elixirr, and in
particular has built a reputation as market leaders within
industries such as healthcare, biopharmaceuticals, life sciences,
consumer and retail. Insigniam also has a significant presence and
client-base in continental Europe, complementing the Group's
presence in this region.
-- Insigniam's top clients include Fortune 500 companies and
household brands, many of which are maintained through the
leadership's long-standing relationships with the C-suite, coupled
with its unique service offering.
-- During due diligence and client interviews, Insigniam was
found to be rated 43% better than their competition and has an NPS
score of 66 - 85% of its clients report that Insigniam provides
more value than any other consulting firm. Together with Insigniam,
Elixirr will be able to enhance its existing service offering to
its global client base.
-- The US acquisition goodwill will be tax-deductible, resulting
in an estimated tax benefit of US$2.8m-$4.3m to be realised over 15
years.
Information on Insigniam and reasons for the Acquisition
Insigniam helps companies navigate large-scale, complex change
and transformation. Its offering includes leadership alignment,
organisational transformation, cultural change and executive
coaching, and its unique methodologies are used to break down
performance barriers for C-suite teams across industries. Insigniam
operates within a broadly unaddressed and in-demand white space in
the market, through a dual focus on catalysing breakthrough change
and achieving return on investment. This distinctive market
opportunity is a key reason for the acquisition, especially when
coupled with Insigniam's proven success at delivering for clients
over its 35+ year history. Elixirr leadership believes that both
firms' blue-chip clients stand to benefit from a joint proposition
between Insigniam and Elixirr.
Insigniam was co-founded by Shideh Sedgh Bina and Nathan Owen
Rosenberg, both of whom will continue to spearhead the growth of
the business alongside Elixirr moving forward. Shideh and Nathan
will join the Group as Elixirr partners, alongside Katerin Le
Folcalvez and Jennifer Zimmer.
In the 12 months to November 2023 (unaudited), Insigniam
recorded revenue of US$13.7m, normalised EBITDA of US$2.3m and
normalised profit before tax of US$2.3m.
Consideration for the Acquisition
The Group acquired Insigniam for a maximum consideration payable
of US$18.5 million. The Consideration consists of:
- Initial consideration of US$11.6 million, from Elixirr's existing cash balances;
- Initial consideration of US$1.5 million to be settled through
the issue in December 2023 of 258,553 Elixirr International plc
Ordinary shares at a price per share of GBP4.60 by 15 December
2023; and
- Deferred consideration of up to US$5.4 million in either cash
or Ordinary Shares of Elixirr with, at a minimum, 33% of the
deferred consideration being satisfied in cash. This is contingent
on Insigniam achieving both revenue growth and EBITDA margin
targets in financial periods up to 31 December 2026.
Based off November 2023 LTM financials (unaudited), this
constitutes a Day 1 EV/EBITDA multiple of 5.7x, and a maximum
EV/EBITDA multiple of 8.1x if all deferred consideration is earned
over the three year period.
The Ordinary Shares will be subject to one-year lock-in
arrangements and limitations on the Ordinary Shares that each
seller can sell in each of the following three years under nominee
agreements.
Following the acquisition of Insigniam, Elixirr will have net
cash of approximately GBP13.5 million.
Partner Promotions
As part of its strategy to align incentives for senior
personnel, Elixirr is pleased to announce that three recently
promoted Partners will each be subscribing for 107,527 Ordinary
Shares in the Company at a GBP4.65 share price. The Ordinary Shares
issued to the new Partners will be subject to one-year lock-in
arrangements and limitations on the Ordinary Shares that each
Partner can sell in each of the following four years. In total,
Elixirr will issue an additional 322,581 Ordinary Shares to
promoted Partners.
Admission and Total Voting Rights
As referred to above, in total Elixirr will issue 581,134
Ordinary Shares ("New Shares"). The New Shares will rank pari passu
with the Company's existing issued Ordinary Shares. The New Shares
will be issued pursuant to the Company's existing outstanding
shareholder authorities. Application will be made to the London
Stock Exchange for the New Shares to be admitted to trading on AIM
("Admission") and it is expected that Admission will become
effective at 8.00 a.m. on 15(th) December 2023.
After Admission, the total number of Ordinary Shares in issue
will be 47,272,811 and the total number of voting rights will
therefore be 47,272,811. Following Admission, this figure may be
used by shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change to their interest in, the share capital of
the Company under the Financial Conduct Authority's Disclosure
Guidance and Transparency Rules.
Founder & CEO of Elixirr, Stephen Newton said:
"I am always exceptionally proud to expand our team, and finding
the right people to bring into the group is no small task. Our
M&A team works tirelessly to find companies that not only
broaden what we're able to offer clients but improve the work we're
already doing with them. We also look for those who share in
Elixirr's ethos, entrepreneurial spirit and desire to create
meaningful change - and in Insigniam we have found exactly that. I
look forward to seeing the impact of their team's unique approach
to consulting - which looks deeply into the areas many
consultancies often overlook or don't have true capability to
impact. They are the undisputed market leaders in transformation
and organisational change, and this is something that will be
extremely valuable to both our current and future clients. By
combining our services and expertise, from strategy through to
execution, we are very well-positioned to provide full end-to-end
services to our collective clients in a more impactful, dynamic
way."
Co-Founder of Insigniam, Shideh Sedgh Bina said:
"We are thrilled that Elixirr not only expands our ability to
provide an enhanced range of services for our clients, but also
enables us to partner with C-suite executives to design and execute
on their fit-for-21st-century-agenda. The Elixirr disrupter
mindset, entrepreneurial culture and leadership team are perfectly
aligned with our commitment to serve our clients to deliver
remarkable results. Like Insigniam, Elixirr is not afraid to
challenge convention, talk straight and disrupt the status quo.
Elixirr and Insigniam both hold dear an ethos of deep client
service, and we believe that together, combining the best of 'being
human' with technology and data, we will deliver dramatic new
outcomes for our clients."
Co-Founder of Insigniam, Nathan Owen Rosenberg said:
"Insigniam's combination with Elixirr gives our clients a range
of services that, in my scan of the market, has not been available.
Already, the Elixirr partners and Insigniam partners are
collaborating to catalyse new value for our combined clients, as
well as working on a new set of offerings. Literally, we can now
offer the full range of expertise and services needed to transform
a CEO's agenda into reality. Clients will see new capabilities to
fulfill their intentions. We now provide extraordinary value to the
CEO and his or her team and to each executive in the C-suite,
beyond what either firm could offer before the combination."
The person responsible for arranging the release of this
announcement on behalf of the Company is Nicholas Willott, Finance
Director and Company Secretary of the Company.
For further information please contact:
Elixirr International plc
Stephen Newton, CEO
Graham Busby, CFO
Public and Investor Relations contacts:
investor-relations@elixirr.com
Cavendish Capital Markets Ltd (Nominated Adviser +44 (0) 20 7220
& Joint Broker) 0500
Stephen Keys, Charlie Beeson (Corporate Finance),
Sunila De Silva (ECM)
Investec Bank plc (Joint Broker) +44 (0) 20 7597
Carlton Nelson, Henry Reast (Corporate Broking) 4000
About Elixirr International plc
Elixirr is an established global award-winning management
consultancy, challenging the larger consultancies by delivering
innovative and bespoke solutions to a repeat, globally-recognised
client base.
Elixirr was founded in 2009, by Stephen Newton, Graham Busby,
Ian Ferguson, Andy Curtis and Mark Goodyear, experienced business
advisors who identified a market opportunity to provide bespoke,
personal services as a 'challenger' to the traditional consultancy
businesses in the market. Elixirr guides its clients to overcome
challenges such as: future-proofing against technological
disruption; development and roll-out of innovative new
propositions, products and services; incubating new businesses;
navigating a more complex and multinational regulatory environment;
and project management and implementation of major change
programmes.
General
This announcement is for information purposes only and does not
constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in any jurisdiction and should not be relied upon in
connection with any decision to subscribe for or acquire ordinary
shares in the capital of the Company. In particular, this
announcement does not constitute or form part of any offer to issue
or sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States.
This announcement has been issued by, and is the sole
responsibility of, the Company. No person has been authorised to
give any information or to make any representations other than
those contained in this announcement and, if given or made, such
information or representations must not be relied on as having been
authorised by the Company.
No statement in this announcement is intended to be a profit
forecast or profit estimate and no statement in this announcement
should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings per share of the
Company.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will",
"would" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include matters that are not historical facts. They
appear in a number of places throughout this announcement and
include statements regarding the directors of the current Company's
intentions, beliefs or expectations concerning, among other things,
the Company's results of operations, financial condition,
liquidity, prospects, growth, strategies, and the Company's
markets. By their nature, forward-looking statements involve risk
and uncertainty because they relate to future events and
circumstances. Actual results and developments could differ
materially from those expressed or implied by the forward-looking
statements. Forward-looking statements may and often do differ
materially from actual results. Any forward-looking statements in
this announcement are based on certain factors and assumptions,
including the directors of the Company's current view with respect
to future events and are subject to risks relating to future events
and other risks, uncertainties and assumptions relating to the
Company's operations, results of operations, growth strategy and
liquidity. Whilst the directors of the Company consider these
assumptions to be reasonable based upon information currently
available, they may prove to be incorrect. Save as required by
applicable law, the AIM Rules or the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority, the Company
undertakes no obligation to release publicly the results of any
revisions to any forward-looking statements in this announcement
that may occur due to any change in the directors of the Company's
expectations or to reflect events or circumstances after the date
of this announcement.
Neither the content of the Company's website nor any website
accessible by hyperlinks to the Company's website is incorporated
in, or forms part of, this announcement.
Certain figures contained in this announcement, including
financial information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this announcement may not conform exactly
with the total figure given.
All references to time in this announcement are to London time,
unless otherwise stated.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ACQFFFESSEDSEIE
(END) Dow Jones Newswires
December 11, 2023 02:00 ET (07:00 GMT)
Elixirr (LSE:ELIX)
Graphique Historique de l'Action
De Déc 2024 à Jan 2025
Elixirr (LSE:ELIX)
Graphique Historique de l'Action
De Jan 2024 à Jan 2025
