Beruflich Dokumente
Kultur Dokumente
Deal Summary
Primary Transaction
Status Closed Acquisition of Equity Stake
Feature
Announced Date Jul-04-2014 Bid Made Date -
Letter of Intent Date - Effective Date -
Definitive Agreement Date Jul-04-2014 Closed Date Jul-04-2014
CIQ Transaction ID IQTR267424430 Cancelled Date -
Sell-side Participants
Agencyport Software Europe
Company Name: Limited (nka:Xchanging Primary Industry: Application Software
Software Europe Limited)
Headquarters: United Kingdom
Buy-side Participants
Buyer Company: Xchanging plc (LSE:XCH)
Deal Values
Total Consideration to Total Transaction Size (£
64.10 64.10
Shareholders (£ mm) mm)
Implied Equity Value (£ Implied Enterprise Value
64.10 64.10
mm) (£ mm)
Implied Enterprise Implied Enterprise
3.4x -
Value/LTM Revenue Value/NTM Revenue
Implied Enterprise Implied Enterprise
12.8x -
Value/LTM EBITDA Value/NTM EBITDA
Implied Enterprise Implied Enterprise
- -
Value/LTM EBIT Value/NTM EBIT
Implied Equity Value/LTM
- Offer Price/NTM Earnings -
Net Income
Implied Equity Value/Book Offer Price/Forward Book
- -
Value Value
Synopsis
Comments
Xchanging PLC (LSE:XCH) acquired Agencyport Software Europe Limited from Sword Agencyport Inc. for £64.1 million in
cash on July 4, 2014. The acquisition has been financed from Xchanging's existing cash resources. For the year ended
December 31, 2013, Agencyport Europe had revenue of £18.9 million and adjusted EBITDA of £5 million. The gross assets
excluding goodwill were £15.2 million. Management team and the employees of Agencyport Europe will be joining Xuber
within Xchanging's Technology Services business including Phil Race, Managing Director of Agencyport Europe and Andy
Lovett, Chief Operating Officer of Agencyport Europe. In addition, Chris Baker will be joining Xchanging as Managing
Director of Xuber. The acquisition is subject to the approval of Competition and Markets Authority. The acquisition is
expected to be value enhancing, marginally earnings accretive in the financial year to December 31, 2014 and materially
earnings accretive in the financial year to December 31, 2015.
Peter Ogden and Martin Barrow of Maitland acted as public relations advisors for Xchanging PLC. Arma Partners LLP acted
as financial advisor to Agencyport Software. Laura Chandler, James Paterson, John Skoulding, Jennifer Millins and Adam
Rose of Mishcon De Reya acted as legal advisor for management team of Agencyport Software. Karen Davies, David
Dowding, Chris Phillips, Jacob Gold, Mark Sweny, Caroline Hogan, Richard Palmer, Philippa Michie, Andrew Valeri, Sarah
Hutter, Stephen Diosi, Marcus Fink, Daisy Jones and Chris Taylor of Ashurst LLP acted as legal advisors to Xchanging. Gavin
Gordon, Jon Ballis, Gavin Gordon and Valerie Goldstein of Kirkland & Ellis International LLP acted as legal advisor to
Agencyport.
Deal Resolution
Xchanging PLC (LSE:XCH) completed the acquisition of Agencyport Software Europe Limited from Sword Agencyport Inc. on
July 4, 2014. On April 29, 2015, CMA cleared the transaction.
Advisors
Advisor Name Client Name Role Fee(£) Fee Percentage (%)
Arma Partners LP Sword Agencyport Inc. Financial Advisor - -
https://www.capitaliq.com/ciqdotnet/transactions/transactionDetail.aspx?transactionI... 21-07-2015
Xchanging Software Europe Limited > Transaction Details > Merger/Acquisition Page 2 of 5
Transaction Details
Features
Corporate Divestiture, Cash Merger
Deal Conditions
Subject to Antitrust Regulations
Consideration Summary
Consideration Type
Cash
Offered Current/Final
Date Jul-04-2014 Date Jul-04-2014
Transaction Values
Offered Current/Final
Exchange Rate 1.000 Exchange Rate 1.000
Consideration to Consideration to
64.10 64.10
Shareholders (£ mm) Shareholders (£ mm)
Other Consideration (£ Other Consideration (£
- -
mm) mm)
Total Earnouts (£ mm) - Total Earnouts (£ mm) -
Total Total
Rights/Warrants/Options - Rights/Warrants/Options -
(£ mm) (£ mm)
Net Assumed Liabilities (£ Net Assumed Liabilities (£
- -
mm) mm)
Adjustment Size (£ mm) - Adjustment Size (£ mm) -
Total Net Transaction Total Net Transaction
64.10 64.10
Value (£ mm) Value (£ mm)
Total Cash & Short Term Total Cash & Short Term
- -
Investments (£ mm) Investments (£ mm)
Total Gross Transaction Total Gross Transaction
64.10 64.10
Value (£ mm) Value (£ mm)
https://www.capitaliq.com/ciqdotnet/transactions/transactionDetail.aspx?transactionI... 21-07-2015
Xchanging Software Europe Limited > Transaction Details > Merger/Acquisition Page 3 of 5
Related Transactions
Date Target Buyer/Investor Relationship Type Transaction Type
Nov-01- Xchanging Software Europe Limited Sword Group SE (ENXTPA:SWP) Initial Investment Merger/Acquisition
2005
Target LTM Financial Information and Balance Sheet as of: Jul-04-2014 Period Ending: Dec-31-2013 Exchange
Rate = 1.000
Total Revenue (£ mm) 18.90 Total Debt (£ mm) -
EBITDA (Incl. Equity Inc.
5.00 Total Preferred (£ mm) -
from Affiliates) (£ mm)
EBIT (Incl. Equity Inc.
- Minority Interest (£ mm) -
from Affiliates) (£ mm)
Total Cash & ST
Net Income (£ mm) - -
Investments (£ mm)
Earnings from Cont. Ops.
- Net Debt (£ mm) -
(£ mm)
Diluted EPS before extra
- Total Assets (£ mm) 15.20
(£ )
Total Common Equity (£
-
mm)
https://www.capitaliq.com/ciqdotnet/transactions/transactionDetail.aspx?transactionI... 21-07-2015
Xchanging Software Europe Limited > Transaction Details > Merger/Acquisition Page 4 of 5
processing books of business; CoverIQ, an automated approach to process specialty/program business of carriers; and
AgencyPort’s toolkit, a Web-based user interface to build, manage, and maintain agency Web applications. Its solutions also
include agent portals, agency interface, book rolls, and program and specialty lines automation. The company was formerly
known as AgencyPort Insurance Services, Inc. and changed its name to Sword AgencyPort in November 2009. The company
was founded in 2000 and is headquartered in Boston, Massachusetts with additional offices in Farmington, Connecticut;
Portsmouth, New Hampshire; Plano, Texas; and Cincinnati, Ohio. As of November 19, 2009, Sword Agencyport Inc. operates
as a subsidiary of Sword Group SA.
Company Relationship Information
Prior Subsidiary/Operating
Relationship Type:
Unit
Percent Currently Held
Percent Sold (%): 100.00000 -
(%):
Proprietary Relationship Details
Percent of Funds Invested Return On Investment
(%): - (%): -
(Proprietary Data Only) (Proprietary Data Only)
Investor Notes:
(Proprietary Data Only)
Buyer LTM Financial Information and Balance Sheet as of: Jul-31-2014 Period Ending: Jun-30-2014 Exchange
Rate = 1.000
Total Revenue (£ mm) 620.70 Total Debt (£ mm) 8.90
EBITDA (Incl. Equity Inc.
60.50 Total Preferred (£ mm) -
from Affiliates) (£ mm)
EBIT (Incl. Equity Inc.
51.40 Minority Interest (£ mm) 17.00
from Affiliates) (£ mm)
Total Cash & ST
Net Income (£ mm) 54.30 119.30
Investments (£ mm)
Earnings from Cont. Ops.
67.00 Net Debt (£ mm) (110.40)
(£ mm)
Diluted EPS before extra
0.22 Total Assets (£ mm) 535.20
(£ )
Total Common Equity (£
218.90
mm)
https://www.capitaliq.com/ciqdotnet/transactions/transactionDetail.aspx?transactionI... 21-07-2015
Xchanging Software Europe Limited > Transaction Details > Merger/Acquisition Page 5 of 5
Related Filings
Company Name Form Type Filed Date
Xchanging Software Europe Limited Miscellaneous Report Apr-29-2015
Xchanging Software Europe Limited Acquisition Jul-04-2014
https://www.capitaliq.com/ciqdotnet/transactions/transactionDetail.aspx?transactionI... 21-07-2015