30 January 2017, Maidenhead, U.K. – SDL plc (“SDL”, “Group” or the “Company”; LSE: SDL), the global innovator in language translation technology, services and content management, today announces a conditional agreement to sell Fredhopper BV and its subsidiaries (together “Fredhopper”), to ATTRAQT Group plc (“ATTRAQT”; AIM: ATQT), for a cash consideration of £25.0 million on a debt-free/cash free basis (subject to closing adjustments).
Background to this transaction
In January 2016, SDL announced its strategic decision to divest certain non-core elements of the Group’s technology business, being Campaigns, Fredhopper and Social Intelligence. As previously announced, the Campaigns business was sold on 2 November 2016.
Details of the transaction
SDL has signed a sale and purchase agreement with ATTRAQT, a leading provider of visual merchandising, eCommerce site search and personalised recommendation technology, for the sale of Fredhopper, which remains conditional on, amongst other things: (i) approval of the acquisition of Fredhopper by ATTRAQT’s shareholders; and (ii) Readmission (defined below).
ATTRAQT has announced today that the directors of ATTRAQT and certain of its key existing shareholders have given irrevocable undertakings to ATTRAQT to vote in favour of the Fredhopper acquisition in respect of their beneficial holdings representing over 75 per cent of ATTRAQT’s existing share capital.
To fund this transaction, ATTRAQT also announced this morning a conditional firm placing and open offer to raise up to £28.5 million (before expenses). The firm placing element of their fundraising to raise £27.5 million (before expenses) was significantly oversubscribed by new and existing ATTRAQT shareholders.
ATTRAQT’s firm placing and open offer is conditional on the admission of the enlarged issued share capital of ATTRAQT to the AIM market in accordance with the AIM Rules for Companies (“Readmission”). Readmission is expected to occur on or around 7 March 2017.
Financial impact of the transaction
The total consideration for the Fredhopper disposal is £25.0 million on a debt-free/cash free basis (subject to closing adjustments). The proceeds will be used to drive the Company’s growth strategy.
The gross assets of the business being disposed, including goodwill and intangibles, amounts to £6.3 million and this is expected to lead to a profit on disposal of £21.3 million. The Fredhopper business made a profit before taxation in 2015 of £0.5 million, after allocation of SDL intergroup charges, and £2.7 million on a proforma EBITDA standalone basis. The financial contribution of the Fredhopper business has been reported as a discontinued activity in the Group’s financial reports in 2016.
The Social Intelligence sale process continues as previously announced.
Adolfo Hernandez, CEO of SDL, commented: “We are delighted to have found a great home for all stakeholders of the Fredhopper business, particularly its employees and customers. The transaction comes with the firm support of ATTRAQT’s shareholders and the broader market.”