Benchmark Holdings to Acquire Improve International Limited02 February 2015
UK - Benchmark Holdings Plc has acquired the entire issued share capital of Improve International limited, the Swindon-based veterinary continuing professional development provider.
Improve will sit within Benchmark’s Technical Publishing division, which provides global knowledge transfer, technical insight, e-learning and market analysis for people and businesses working in agriculture, aquaculture and the food supply chain.
Improve organises CPD courses for veterinarians across the UK, Republic of Ireland, Scandinavia and mainland Europe from its bases in the UK and Portugal.
The courses are run both privately and in conjunction with universities and other organisations. All of
the courses are accredited by either ESVPS (The European School of Veterinary Postgraduate Studies) or Harper Adams University.
Currently delivered primarily on a face-to-face basis; Benchmark’s directors believe there is considerable scope for online development of the programmes in collaboration with their Technical Publishing division’s digital arm.
The consideration for the acquisition comprises an initial payment of £3.2 million in cash and warrants to acquire 259,312 Benchmark ordinary shares at a price of £1.12 per share. The exercise of the warrants is conditional upon the extension of certain business contracts, and the warrants are expected to become exercisable in 2017. If they have not become exercisable and been exercised by 1 December 2017, the warrants will lapse. Additional consideration of up to £3.0 million in cash is payable under an earn-out by reference to achievement in the financial year ending 31 December 2015 of performance targets in excess of anticipated 2014 results.
Improve is being purchased from its three shareholders who comprise the senior management team; David Babington, Heber Alves and Rui Lobao, all of whom will remain with the business.
Improve generated £3.1 million of revenue and £0.2 million of earnings before taxation in the year ended 31 December 2013. Net assets at that date were £0.2 million. Revenue for the year ended 31 December 2014 is expected to be £3.5 million which represents revenue growth of 13 per cent on 2013. Earnings before taxation for the year ended 31 December 2014 are expected to be £0.5m.
This significant growth profile has been achieved through expansion across continental Europe - in particular Germany, Spain and Portugal - as well as new market developments in Mexico, USA and Australia and a significant new UK contract.
Improve is forecast to continue to grow both revenue and profit, and the acquisition is expected to be immediately earnings enhancing.
Malcolm Pye, Chief Executive of Benchmark Holdings Plc said: "The acquisition of Improve will enable us to combine our digital and distance learning expertise with Improve’s veterinary content across Europe, enhancing our ability to serve the professionals in our key veterinary markets. This is a significant step forward for our Technical Publishing division in both the food and companion animal markets. We plan to take Improve’s successful face-to-face courses and deliver content digitally
on an international basis.”