Acquisition of Trivantage Holdings Pty Ltd
Acquisition overview
Acquisition of
Trivantage
scee
SCEE has entered into a Share Purchase Agreement to acquire 100% of Trivantage Holdings Pty Ltd from the
current shareholders of Trivantage for an enterprise value of up to $53.5m on a debt free basis, comprising:
- $25.0m cash payable on completion, expected to be mid-December 2020
-
Following confirmation that Trivantage's FY21 EBIT is equal to or greater than $10.1m:
$10.0m in cash; and
$5.5m in SCEE shares
- $8.0m in additional cash, payable following FY22 and FY23 results, contingent on EBIT of at least $10.1m
being achieved
Up to $5m in additional cash, payable following FY22 to FY23 results, contingent on financial
outperformance¹
The acquisition consideration represents EBIT multiples of (based on the current FY21 forecast EBIT of
$10.8m):
3.8x FY21F EV/EBIT assuming achievement of Trivantage FY21 EBIT of at least $10.1m and before
potential additional payments in FY22 and FY23;
- 4.5x FY21F EV/EBIT assuming Trivantage maintains EBIT of at least $10.1m in each of FY22 and FY23; and
3.7x FY23F EV/EBIT assuming Trivantage achieves earnings in FY22 and FY23 sufficient to receive full
portion of outperformance earn-out consideration
Current management vendors of Trivantage to remain with the business under SCEE ownership
Trivantage Chairman (and significant shareholder of Trivantage), Paul Chisholm, to be invited to join the
SCEE Board
(1) Refer Appendix for detailed transaction terms.
Acquisition of Trivantage Holdings Pty Ltd
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