Acquisition

RNS Number : 5568W

Accesso Technology Group PLC

10 November 2014

 



10 November 2014

accesso® Technology Group plc

("accesso" or the "Group")

Acquisition

 - Acquisition of VisionOne Worldwide Ltd (BVI) and its trading subsidiaries, VisionOne, Inc (USA), VisionOne S.A. de C.V.(Mexico) and VisionOne do Brasil Ltda (Brazil) (collectively "VisionOne") for a total consideration of US$33.0m -

- VisionOne's ShoWare™ online ticketing solution will extend accesso's reach into new leisure verticals, complement its expertise and deep knowledge within the ticketing sector, and enhance the Group's ability to capture revenue from multiple sizes and types of ticketing customer -

- Acquisition expected to be immediately earnings accretive -

accesso Technology Group plc (AIM: ACSO), the premier technology solutions provider to the global attractions and leisure industry, is pleased to announce the acquisition of VisionOne ("VisionOne") (the "Acquisition").  VisionOne operates ShoWare™: a leading, customisable cloud based Software-as-a-Service ("SaaS") ticket sales and distribution solution for the operators of more than 475 venues and leisure organisations throughout North and South America.

Acquisition Highlights

The Directors believe that the Acquisition will:

·      Enhance and increase the ticketing sales opportunity open to accesso by complementing the Group's existing accesso Passport^® and Siriusware ticketing and point of sale solutions;

·      Further extend the Group's sales reach into new, adjacent verticals within the leisure sector - in particular venues where assigned seating is a key component of the visitor experience;

·      Complement the Group's existing "per ticket" revenue model, as well as enabling accesso to leverage VisionOne's experience as a successful ticket sales aggregator;   

·      Enable accesso to target an increased ticketing sales opportunity in the shape of venues that may not have the scale to utilise the accesso Passport^® hosted ticketing suite but are keen to transition to the benefits of online ticketing;

·      Further strengthen the accesso management team and its ticketing sector expertise, with VisionOne CEO, Bruno Boehi, to become President of ShoWare and other key staff remaining with the enlarged Group in key management positions;

·      Add a significant, repeatable and profitable revenue stream to the Group; and

·      Be immediately earnings accretive.

Commenting on the Acquisition, Tom Burnet, Chief Executive Officer of accesso said:

"I am very pleased to take this next step along our growth path - and I am particularly encouraged by the quality of technology and people that join us as a part of today's acquisition.  The ShoWare™ solution and the ethos of the team behind it match many elements of our own approach, not least a commitment to customer service but also a shared excitement about the potential for growth in ticketing technology, particularly in the mobile arena.  Today's acquisition will further extend our reach outside of theme parks and deeper into the leisure sector, as well as permit both our teams to chase revenue and customer opportunities that, alone, would not be open to us."

Commenting on the Acquisition, Bruno Boehi, President of VisionOne said:

"This is a very exciting step for all of us at VisionOne.  I believe that VisionOne and the ShoWare™ solution map perfectly with the technology, access and aspirations of the Accesso team - and we can both see a greater potential ahead of us if we run at that potential, together.  As one team we can bring more services to more venues in more parts of the world, opening up new markets and new levels of technology sophistication to both our offerings."

Overview of VisionOne and ShoWare™

VisionOne operates across North and South America.  It owns and operates ShoWare™: an online ticketing sales and ticket distribution solution for the operators of attraction, event and entertainment venues: particularly those venues where assigned seating is a key component of the visitor experience.  The ShoWare™ solution offers such venue operators the ability to run, manage, and retain a greater proportion of revenue from ticket sales to their events than would otherwise be the case by manual means or by traditional outsourcing methods. 

ShoWare™ provides operators with a fully customisable, SaaS, white-labelled solution for their box office and eCommerce sales.  The solution allows self-configuration and operation, and combines fully integrated internet ticket sales with marketing capabilities and the ability to analyse customer data to better target ticket promotions for future events.  As with the accesso Passport^® ticketing suite, the ShoWare™ solution is fully hosted and includes a PCI Level 1 compliant payment gateway alongside the ability to service both desktop and mobile ticket sales.  ShoWare was also the first ticketing solution to enable ticket sales via Facebook.

VisionOne has to date completed more than 475 customer installations of its ShoWare™ solution.  In 2013, across these installations, the ShoWare™ solution processed the sale of approximately 19 million tickets and in its US market in 2013, the total value of ticket sales transacted by the ShoWare™ totalled approximately US$335m.

Rationale for the Acquisition

The Directors of accesso believe that the Acquisition will accelerate the Group's growth and development.  The trading businesses that will be acquired as part of the Acquisition complement the Group's existing accesso Passport^® ticketing suite in a number of ways: particularly in terms of their sophistication, proven capabilities and consistently high levels of customer service. The revenue model associated with the ShoWare™ solution, underpinned by a share of revenue per ticket sold through its system, is also complementary to the existing accesso ticketing model and also brings to the Group an opportunity to target revenue by leveraging VisionOne's experience as a successful ticket sales aggregator.    

The Directors also believe that the Acquisition will permit the Group to target new revenue opportunities from its existing customers as well as extend its reach to an entirely new group of customers within the Leisure arena.  In the case of existing customer opportunities, the Acquisition will enable accesso to target a sizeable ticketing sales opportunity in the shape of venue operators that may currently not have the scale to utilise the accesso Passport^® ticketing suite but are keen to benefit from online ticketing.  In the case of new customer groups, the Acquisition will extend the Group's sales reach into new, adjacent verticals within the leisure sector - in particular casinos, fairs, sporting events, arenas, theatres, performing arts centres, tours and venues where assigned seating is a key component of the visitor experience.

At a financial contribution level, the Acquisition will add a significant, repeatable and profitable annual revenue stream to the Group's existing high-quality earnings and is expected to be immediately earnings accretive upon completion.

Terms of the Acquisition

Under the terms of the Acquisition, accesso will purchase VisionOne Worldwide Ltd (BVI) and its trading subsidiaries, VisionOne Inc., VisionOne S.A. de C.V. and VisionOne do Brasil Ltda (collectively "VisionOne") from Vision Invest Enterprises Ltd (BVI) for a total consideration of US$33.0m (£20.7m) (the "Total Consideration") on a cash free, debt free basis, subject to customary working capital adjustments. Under the terms of the Acquisition, the Group also has the option to purchase VisionOne's trading businesses in Argentina and Chile, within a two year period at an agreed multiple of EBITDA and with a right of first refusal. The Acquisition is expected to formally complete within two weeks and a further announcement will be made in due course.

The Total Consideration consists of US$19.8m (c.£12.4m) in cash payable upon completion (the "Cash Consideration") and the issue of 1,431,204 new ordinary shares of 1 penny each (the "New Ordinary Shares") in accesso (equating to approximately 6.6 per cent of the Group's enlarged issued share capital) (the " Stock Consideration").

Application will be made for the admission of 1,431,204 New Ordinary Shares, being the Stock Consideration, to trading on AIM once the Acquisition has formally closed. Following the issue of the New Ordinary Shares, the issued share capital of the Company will comprise 21,821,659 ordinary shares.

Lock-up restrictions

The Stock Consideration is subject to certain lock-up restrictions, namely that one third of the Stock Consideration is fully restricted until twelve months after the completion date; a further one third is fully restricted until 24 months after the completion date; and the final one third is fully restricted until 36 months after the completion date.

Financial Information

For the full year ended 31 December 2013, the operations that comprise the Acquisition generated unaudited revenues of US$7.7m (£4.8m) and EBITDA of US$2.7m (£1.7m), and had net assets of US$2.7m (£1.7m) at 31 December 2013. The acquired businesses are currently expected to deliver results for 2014 ahead of 2013.

Extension of Debt Facility

The Group has extended its current banking facility with Lloyds Bank plc (the "Extended Facility").  The Extended Facility allows the Group to draw down up to US$29m at an agreed rate of 1.75% above LIBOR on drawn funds and at a rate of 0.7% on uncommitted funds.  The total available for drawdown is subject to reductions of US$7.0m on 1 November 2015 and US$14.0m on 1 November 2016 and terminates on 31 December 2017. 

The Extended Facility, which is US dollar denominated, has been secured on accesso's assets and intellectual property in the US and UK: an indication of the value of the accesso technology in the market and the confidence the finance community has in the accesso business.

Following completion of the Acquisition, the Extended Facility is expected to provide the Group with initial headroom of approximately US$8.3m.

For further information, please contact:

accesso Technology Group plc	[phone]
Tom Burnet, Chief Executive Officer
John Alder, Chief Financial Officer
FTI Consulting, LLP	[phone]
Matt Dixon, Lucy Delaney, Adam Davidson
Canaccord Genuity Limited	[phone]
Simon Bridges, Cameron Duncan, Brendan Gulston
Numis Securities Limited	[phone]
Etienne Bottari, Simon Willis, Mark Lander

accesso® Technology Group: about us

About accesso^® Technology Group

accesso (AIM: ACSO) is the premier technology solutions provider to the global attractions and leisure industry. Our patented and award-winning solutions drive increased revenue for attraction operators by significantly improving the most important part of an attraction visit: the guest experience.  Our solutions add value to operators at every point in the guest journey:

·      We drive attendance

The accesso Passport^® ticketing suite is a comprehensive, easy-to-use cloud solution that processes many millions of ticket and season passes every year, enabling operators to maximize up-sell and cross-sell with ease to drive greater revenue.

·      We handle payments

Our payment gateway carries level 1 PCI security certification and 24/7 support.  It provides the tools, security and support operators need to drive sales and has so far processed more than $5 billion in transactions.

·      We take guests out of line

Since 2001 over nine million guests have used a patented accesso LoQueue^SM solution to queue less, ride more, enjoy a better experience and increase  in-attraction spend.

·      We simplify point-of-sale

We offer a comprehensive point-of-sale solution through software modules that combine ticketing, membership, retail, food/beverage transactions, rentals, credit card processing and many other functions into a single system eliminating the need for separate systems and databases.

·      We increase engagement

accesso enables operators to engage more deeply and profitably with guests: pre-sale, in-attraction or post-visit.  Our mobile apps have provided more than 2.75 million people with rich iOS and Android content to better plan their visit, buy their ticket on-the-go and unlock new experiences within an attraction. 

More than 400 attractions worldwide currently employ accesso technology - from theme parks, water parks, cultural attractions and sporting events to ski and snow parks.  We are proud that our solutions are trusted by the majority of the leading names in the leisure industry, including Six Flags Entertainment, Cedar Fair Entertainment, Merlin Entertainments, International Speedway Corporation, Palace Entertainment, Compagnie des Alpes, and Herschend Family Entertainment.

accesso is a public company, listed on AIM: a market operated by the London Stock Exchange. For more information visit: www.accesso.com. 

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