AIM listed Coms has agreed to acquire certain subsidiaries of Actimax Acquisitions Limited (“Actimax”) for an initial sum of £2.4 million payable in cash.
Coms also announced that Charles Stanley Securities has placed, on the Company’s behalf, 138,333,333 new ordinary shares at 6 pence per share, with certain institutional and other investors to raise £8.3 million.
Actimax, trading as Cloudxl, is based in Basildon and is a managed network, unified communications and data services provider. The company provides solutions that encompass a range of services from traditional IT support and network services to hosted and virtualised solutions, over public and private cloud infrastructure. Actimax has 62 employees, of which 23 are engineers or engaged in technical support.
Actimax was formed following the merger of several businesses in April 2011, backed by private equity funds from Synova Capital.
Subsequently in January 2012 Synovia merged the firm with Network Resource Limited and System Online Limited to form CloudXL.
The official press release says Actimax has approximately 800 clients (down from the 1,100 customers claimed in 2012) , the majority of which are based in London and the South East.
Based on unaudited management accounts, for the year to 31 December 2013 Actimax had revenues of £10.54 million, gross margin of £4.4 million, broadly flat EBITDA and losses before tax of approximately £0.76 million. The Actimax business underwent some restructuring in 2013, ensuring that the company was placed in a good position for the future.
In Coms opinion the acquisition will be highly complementary to the their existing businesses, with an extension of the customer base and the possibility to target cross-selling opportunities and increasingly deliver certain of Coms’ services via the cloud.
The initial consideration payable of £2.4 million is to be satisfied in cash from the proceeds of the shares placing. Further consideration of up to £1 million in cash is payable 13 months from completion of the acquisition, conditional upon the revenues achieved for the 12 months following completion, with a minimum of £7.6 million being reached, and paid on a pro rata basis above this level.