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Walker Morris advising on $132.5m international acquisition for PROACTIS Holdings Plc

PROACTIS to acquire Perfect Commerce

Walker Morris is advising specialist spend management solution provider, PROACTIS, on a transformational deal to conditionally acquire Perfect Commerce LLC for a consideration of up to $132.5 million, together with a conditional placing to raise £70 million and new debt facilities of £45 million.

The deal, which constitutes a reverse takeover under the AIM Rules (and is therefore subject to shareholder approval), will significantly accelerate PROACTIS’ growth strategy and its geographic footprint. Perfect Commerce develops and sells cloud-based, technology-led, spend management solutions for the public and private sector markets. It has global reach with operations in the US, UK and Europe.

Walker Morris is leading the deal across 11 jurisdictions (in Europe, the Americas, Asia and Australasia) working with leading independent law firms in the relevant jurisdictions to deliver a coordinated and single client interface.

PROACTIS has also announced the appointment of Hampton Wall Jr, currently President and Chief Executive Officer of Perfect Commerce, as Chief Executive Officer of PROACTIS, with effect from Completion. Hampton will replace Rod Jones as Chief Executive Officer, who retired from the Board yesterday with immediate effect. Tim Sykes, the current Chief Executive Officer Designate and Chief Financial Officer will, with effect from Completion, resume his role as Chief Financial Officer.

Tim Sykes, Chief Financial Officer of PROACTIS, commented:

“This is a highly complementary and transformational acquisition which we expect to be earnings enhancing in the financial year ending 31 July 2018. The Acquisition will accelerate PROACTIS’ growth and bring substantial global scale to the Group, positioning us to exploit the high growth areas of the spend management market and enabling us to provide our customers with an even broader product offering.

“In addition, it will build our scale in the US, UK and mainland Europe, with the Enlarged Group having a uniquely balanced and scaled commercial and operational capability across all of those territories. The combined solution set will enable us to target both larger and more complex customer contract opportunities, wherever that customer might be located.

“The support shown by investors for this Placing and Acquisition has been outstanding and has resulted in the Placing being significantly oversubscribed, by both existing and certain new investors, who we welcome on to the Company’s share register. This is again a clear vote of confidence in the Board’s growth strategy and we look forward to continuing to deliver on this.”

Richard Naish who led the Walker Morris team commented:

“Being a full service, independent law firm allows us not only to provide a complete service in the UK but also to adopt a ‘best of breed’ approach to work with high quality, independent law firms in other jurisdictions and coordinate their advice for the client. It’s an approach that is increasingly finding favour with our clients and has allowed us to increase our revenues from international clients significantly over recent years.

“This latest acquisition is a significant milestone in PROACTIS’ development and we are delighted to be advising on the deal, building on our long history with the business.”

The Walker Morris team comprises Richard Naish, Jo Stephenson, Laura Poole (Corporate), Michael Taylor, James Crellin (Finance) and Lorna Hopps (Employment) and Nicola Parkinson (Tax and Incentives).

Walker Morris has previously advised PROACTIS on a number of fundraisings and acquisitions including the acquisition of Millstream Associates in November 2016 and Due North in February 2016.