REG - Netcall PLC - Acquisition of Skore Labs Limited

NetcallAnnouncement

23/01/2024 07:15

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RNS Number : 5259A  Netcall PLC  23 January 2024

23 January 2024

 

NETCALL PLC

("Netcall", the "Company" or the "Group")

Acquisition of Skore Labs Limited

Enhancing the Liberty digital transformation platform, increasing market
opportunity and cross-sale potential

Netcall plc (AIM: NET), a leading provider of intelligent automation and
customer engagement software, is pleased to announce the acquisition of Skore
Labs Limited ("Skore"), a cloud-based process improvement software company
(the "Acquisition").

Key points:

 ·             Highly complementary bolt-on solution, enhancing and broadening Netcall's
               offering as a one-stop-shop digital transformation toolkit
 ·             Provides increased cross-selling potential and expanded market opportunity and
               reach
 ·             Brings new customers across industries and a compatible cloud recurring
               revenue model
 ·             Initial consideration of £2 million, with additional earnout resulting in a
               maximum consideration of up to £6.225 million

About Skore

Skore (www.getskore.com) is a UK company that provides a cloud-based software
solution for business process discovery, mapping, analysis and management. As
an intuitive and collaborative solution, users can rapidly identify process
problems as well as opportunities for optimisation to drive operational
improvement, innovation and efficiencies.

Based in Portsmouth, Skore was established in 2014 and has c.120 customers
across a range of industries, including Ashford Borough Council, Cielo,
Holland & Barrett, Northrop Grumman and University College London NHS
Trust. All of the current team will remain with the Netcall group.

For the year ended 31 December 2023, Skore's revenues have grown 96% to £449k
(2022: £229k) with an adjusted EBITDA loss of £55k (2022: loss of £159k)
(figures from unaudited managements accounts). Annual recurring revenue (ARR)
from cloud subscriptions increased by 179% to £651k (2022: £233k).

Acquisition Rationale

Process mapping is a foundation capability that enhances Netcall's current
product portfolio. With the expanded Liberty platform that incorporates
Skore's process mapping solution with Liberty's low-code, robotic process
automation and AI solutions, customers will be able to build solutions,
streamline and automate processes faster and easier, to improve operational
effectiveness and efficiency.

The expanded Liberty platform also allows Netcall customers to add process
mapping to their subscriptions, creating cross-selling potential and new
customer opportunities for organisations that want a comprehensive all-in-one
process solution.

Consideration for the Acquisition

The total consideration for the Acquisition, including earnout, is up to
£6.225 million, of which up to £4.225 million is dependent on the
performance of Skore. The initial consideration is £2.0 million, payable in
cash from Netcall's existing cash resources, with £1.8 million payable on
completion and £0.2 million is held back and deferred for 12 months.

Up to £4.0 million of the earnout consideration is payable subject to Skore
achieving contracted annualised value of software subscriptions ("Annualised
Subscription Value") growth from £0.6 million to £2.0 million within three
years of acquisition. The payment will be pro-rata, measured annually, and
paid 50% in cash and 50% in Netcall shares with elements of both deferred
until the end of the earnout period. Any Netcall shares issued will be subject
to a 12 month lock-in for the management shareholders of Skore. The balance of
the earnout contingent consideration is payable in cash and is dependent on
achieving a minimum level of Annualised Subscription Value in the earnout
period.

James Ormondroyd, CEO of Netcall plc commented: "The acquisition of Skore fits
excellently within our stated acquisition rationale, bringing a highly
complementary technology offering. Business process improvement is seen as an
increasingly important part of the puzzle for companies wishing to improve
their interactions with customers, and we believe this acquisition accelerates
our position in a rapidly growing market for digital transformation and
automation.

"We have a successful track record in growing our market opportunity and
cross-sell potential through organic and acquisitive product expansion, and
the addition of the Skore process mapping capabilities is a step forward in
this journey. We look forward to welcoming the Skore team to Netcall."

For further enquiries, please contact:

 

 Netcall plc                                                  Tel. +44 (0) 330 333 6100
 James Ormondroyd, CEO
 Henrik Bang, Non-Executive Chair
 Richard Hughes, CFO

 Canaccord Genuity Limited (Nominated Adviser and Broker)     Tel. +44 (0) 20 7523 8000
 Simon Bridges / Andrew Potts

 Singer Capital Markets (Joint Broker)                        Tel. +44 (0) 20 7496 3000
 Harry Gooden / Asha Chotai

 Alma Strategic Communications                                Tel. +44 (0) 20 3405 0205
 Caroline Forde / Hilary Buchanan / Matthew Young

 

About Netcall

Netcall's Liberty software platform with Intelligent Automation and Customer
Engagement solutions helps organisations digitally transform their businesses
faster and more efficiently, empowering them to create a leaner, more
customer-centric organisation.

Netcall's customers span enterprise, healthcare and government sectors. These
include two-thirds of the NHS Acute Health Trusts and leading corporates
including Legal and General, Lloyds Banking Group, Aon and Santander.

For further information, please go to www.netcall.com.

Prior to publication the information communicated in this announcement was
deemed by the Company to constitute inside information for the purposes of
article 7 of the Market Abuse Regulations (EU) No 596/2014 as amended by
regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations No
2019/310 ('MAR'). With the publication of this announcement, this information
is now considered to be in the public domain.

 

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