Martello to Acquire GSX Participations SA

 Martello Technologies Group Inc., today announced two initiatives as part of a strategic investment to strengthen its DEM capabilities.

The Company has entered into a share purchase agreement (the “Share Purchase Agreement“) dated April 28, 2020 to acquire 100% of the shares of GSX Participations SA (“GSX“), a provider of end-user experience monitoring for Microsoft Office 365 headquartered in Geneva, Switzerland with more than 400 enterprise customers globally. The consideration for the acquisition is 22,000,000 common shares and CDN$13,860,000 cash for an aggregate purchase price of $18,700,000, subject to adjustment (the “Purchase Price“), 

Martello intends to close debt financing concurrently with the closing of the Transaction. Financing provided by Vistara Capital Partners will fund the acquisition of GSX, while a secured revolving credit facility from National Bank of Canadawill be made available to Martello to draw upon from time to time to finance its day to day operations. The transaction is subject to the completion of standard conditions of closing for this type of transaction, including the completion of the financings as well as conditions regarding minimum cash and available cash at closing. Additional information about the transaction and the debt financings above are detailed in this press release. Closing is expected by May 28, 2020.

Martello also announced today that, as part of an enhanced focus on its software as a service (SaaS) -based DEM strategy, the Company has completed a strategic review of all operations and is taking steps to achieve efficiencies across the organization. As a result, Martello has reduced its workforce with a specific focus on the former Elfiq division, and is in discussions with a third-party regarding a divestment of this division. These decisions have been taken in the context of rapidly expanding global remote work requirements and the resulting opportunity created in the SaaS-based DEM market, and by the Company’s priority to achieve positive adjusted EBITDA in the near term. 

GSX Transaction Highlights and Commentary:

  • Based on unaudited financial statements prepared by GSX for the year ended December 31, 2019: 
    • GSX generated €4.4M of revenues in FY2019, which is approximately CDN$6.6M. 
    • Pro forma consolidated Martello revenues on a trailing twelve-month basis are approximately $19.7M. 
    • Approximately 89% of total GSX revenue for its software during FY2019 was recurring, with Monthly Recurring Revenue (MRR) of approximately €0.3M, or CDN$0.45M. 
    • GSX billings from sales of Microsoft Office 365 digital experience monitoring increased by 34% in FY2019. 
    • GSX’s gross margins are approximately 90%. 
    • GSX EBITDA in FY2019 was (€1.1M)
  • Complimentary to the earlier acquisition of Savision, the acquisition of GSX further extends Martello’s digital experience monitoring capabilities into Microsoft Office 365, which is the dominant business application platform used by Martello’s enterprise and SMB markets. 
  • While this acquisition has been in negotiation and diligence for more than six months, recent events show the opportunity with Microsoft Office 365. The service has 200 million monthly active users, typically growing at a pace of 3 million users per month1. With remote work increasing, Microsoft noted on March 19, 20202 an unprecedented spike in Teams usage, with daily users growing by 12 million in just seven days. 
  • Once synergies are realized from integration, Martello believes that GSX should deliver positive adjusted EBITDA contribution, and with MRR and Office 365 monitoring growth trajectories, should help to deliver EBITDA margins typically associated with SaaS vendors. 
  • GSX is a Microsoft Gold Partner in both Messaging and Cloud Productivity. 
  • Near-term growth opportunities as a result of this transaction include: 
    • Integrating the GSX software into Martello’s multi-tenant cloud SaaS environment to provide a simplified deployment model for GSX’s existing target market (large enterprise and MSPs) while also expanding its addressable market to small and medium sized businesses. 
    • Offering Office 365 user experience monitoring to existing Martello customers and partners, many of whom use or sell Office 365.

Transaction and Financing Details

Through its wholly owned subsidiary, Martello Technologies Corporation (“MTC“), Martello will purchase all the issued and outstanding securities of GSX. The Purchase Price is payable as follows: (i) a cash payment of CDN$13,860,000 and (ii) the issuance of 22,000,000 common shares of the Company (the “Common Shares“) to the shareholders of GSX (the “Vendors“). Upon completion of the transaction, it is expected that the Vendors will own 9.5% of the issued and outstanding shares of Martello on an undiluted basis. While no new insiders will be created upon closing, the Martello Shares issued to GSX’s largest Vendor will be subject to a 4-month plus 1 day hold period. Sampford Advisors acted as exclusive M&A adviser to Martello on this transaction. The transaction does not constitute a Fundamental acquisition as per TSXV Policy 5.3.

As part of the transaction described above, MTC will complete debt financing with Vistara Capital Partners (“Vistara“). Vistara will provide a subordinated secured term loan of US$8M (the “Term Loan“.  The Vistara credit agreement (the “Vistara Credit Agreement“) is dated April 27, 2020. The Term Loan is repayable within 36 months of closing and carries interest of the greater of (i) 12.50% per annum; and (ii) the U.S. prime rate plus 8.75% per annum calculated monthly in arrears on the outstanding principal amount. Vistara will take subordinated security interest in all the present and after acquired property of MTC, the Company, and the Canadian, US, Swiss, and Dutch subsidiaries of the Borrower (the “Corporate Guarantors“). Repayment of the Term Loan will be guaranteed by the Company and each of the Corporate Guarantors. 

As consideration for providing the Term Loan, Vistara will receive upon closing 12,777,273 bonus warrants to purchase Common Shares (“Bonus Warrants“) subject to the TSXV Policy 5.1 – Loans, Loan Bonuses, Finder’s Fees and Commissions (“TSXV Policy“). Each Bonus Warrant will be exercisable into one Common Share (a “Bonus Share“) at an exercise price of CDN $0.22 per Bonus Share for up to 36 months from closing (the “Expiry Time“), unless the Term Loan is repaid earlier, then the Expiry Time shall be reduced in accordance with TSXV Policy. Subject to TSXV approval, the Bonus Warrants may be exercised on a “cashless basis”. Furthermore, if at any time, after four months and a day after the Issue Date, the volume weighted average price (VWAP) of the Common Shares for any twenty (20) consecutive Trading Days on the TSXV, during which the total volume of common shares traded in such period exceeds 5,000,000, is equal to or exceeds CDN $0.44 being 100% premium on exercise price then all of the Bonus Warrants shall be deemed to be automatically exercised by Vistara on a cashless basis. The Bonus Shares will be subject to an initial four month plus one day hold period from the date of issuance of the Bonus Warrants. Issuance of the Bonus Warrants is subject to approval by the TSXV. Existing term debt to Royal Bank of Canada will be repaid on or prior to closing.

Additional Financing

In addition, National Bank of Canada (“National Bank” or the “Senior Lender“) has offered to provide a senior secured revolving credit facility of up to CDN $7.5M (the “Revolving Facility“) which MTC can draw upon from time to time to finance its day to day operations.  The National Bank credit agreement (the “National Bank Credit Agreement“) is dated April 27, 2020. It is comprised of a demand revolving line of credit and other ancillary facilities. The credit facility carries interest of Canadian Prime Rate plus 2.85% per annum. This facility will be undrawn at the close of the transaction.

The facilities provided by National Bank will be guaranteed by the Company and its subsidiaries in Canada, US, Netherlands, and GSX (the “Corporate Guarantors“) and will be secured against the property of MTC and of certain of the Corporate Guarantors. Repayment of the National Bank revolving facility is expected to also be guaranteed in part by Export Development Canada. 

Strategic Review Results

Martello has taken steps to achieve efficiencies in sales, general and administrative and development operations. As part of this initiative, the former Elfiq network technology division workforce has been reduced by approximately 70% through temporary layoffs, to focus on the SaaS-based components of Martello’s DEM strategy. The Company intends to exit the former Elfiq network technology business, and is in discussions with a possible buyer for the intellectual property and assets of this division. This operational change will allow Martello to allocate more resources to SaaS-based DEM activities, while reducing Martello’s operating cash burn immediately.

One Response to “Martello to Acquire GSX Participations SA”

  1. […] Straight Talk About Information Technology From A Nerd Who Speaks English « Martello to Acquire GSX Participations SA […]

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