COMPANY PRESS RELEASE: Anite, the European IT consultancy and services company, today announces that it has entered into an agreement to acquire the entire issued share capital of FSS Group Limited (“FSS Group” or the “Company”), a company specialising in travel reservation software for the Tour Operating, Ferry and Rail markets, for a maximum consideration of £10 million.
Anite’s travel division (Anite Travel) is a market leader in the provision
of software and e-commerce solutions with product centres in the UK, Italy and
Nordic regions.
It has been a key part of the Group’s strategy to own and develop mission
critical repeatable software in its core vertical markets segments. Anite
Travel provides global solutions to the travel market and has proprietary
software in reservation management, content and multi-media management, T-CRM
(travel customer relationship management), resort automation, business
intelligence and consolidation fares, for tour, ferry and cruise operators,
together with leading-edge e-business skills.
The acquisition of FSS is expected to broaden Anite Travel’s range of
solutions and expertise, to double its customer base whilst introducing new
sales channels, and to strengthen its market position with ferry operators.
The merged company will have a combined base of 320 customers and 300 staff.
It is proposed that following Completion of the acquisition, FSS’s reservation
products and tour operator/travel agent customer base will be integrated into
Anite has agreed to acquire the entire issued share capital of FSS Group
(Shares) and £4,000,000 of loan notes held by the shareholders of FSS Group
(the Loan Notes).
The consideration comprises initial consideration of £4,600,000 payable upon
completion of the acquisition of the Shares and the Loan Notes (Completion);
subscription by Anite at Completion for new ordinary shares in FSS Group for
consideration of £4,000,000 in cash to enable the repayment of £4,000,000 of
outstanding shareholder loan notes; and deferred consideration of £500,000
payable thirty business days after Completion. Anite has also agreed to pay
earnout consideration of up to a maximum of £900,000 payable on achievement by
FSS Group of agreed profit targets between Completion and 30 April 2002.
The initial consideration is payable as to £257,202 in cash, as to £2,842,798
in nominal amount of loan notes and as to £1,500,000 by the issue and
allotment by Anite of new ordinary shares of 10 pence each in Anite (Anite
Shares) as well as the subscription by Anite for £4,000,000 of shares in FSS
Group in cash. The deferred consideration is payable as to £500,000 by the
issue and allotment of Anite Shares. The earn-out consideration of up to £
900,000 is payable in loan notes issued by Anite.
In its year ended 31 March 2001, FSS reported a loss before goodwill
amortisation and exceptional items before tax of £0.8m on sales of £9.6m. Net
liabilities totalled £4.7m at its year end, including goodwill of £5m.
Liabilities under loan instruments totalling £8.7m are being satisfied as part
of the acquisition.
John Hawkins, chief executive of Anite Group plc, commenting on the
acquisition, said:
The acquisition of FSS strengthens Anite Travel’s management, customer base
and geographic reach in the tour operator and ferry markets. The combined
strengths of these businesses enhances both our software solutions and managed
services capability and consolidates our position as a market leader in the
provision of software applications to the travel industry.
