Healthcare organizations have urgent need to securely modernize their digital infrastructures; Calian acquires Dapasoft to bolster capabilities and address market needs
- Transaction represents Calian's largest acquisition to date
- Transaction value of up to $83M; $50M at closing represents an EBITDA multiple of 8.0x based trailing performance
- Facilitates Calian's next chapter of growth and expands its opportunity to further bolster the delivery of its Healthcare, IT Services and Cybersecurity solutions to its clients
- Multiple cross-sell and up-sell opportunities across combined client base
- Increases Calian's recurring revenue base
- Immediately accretive on an EBITDA and Adjusted Net Income basis
OTTAWA, ON / ACCESSWIRE / February 22, 2021 / Calian® Group Ltd., (TSX:CGY) a provider of trusted products and solutions, extends digital healthcare and cybersecurity offerings through the acquisition of Dapasoft Inc, a leading provider of innovative systems integration, cloud lifecycle management and cybersecurity solutions, which enable clients to securely implement digital transformation initiatives. The acquisition adds depth and breadth to Calian's core capabilities, thereby accelerating its go-to-market strategy in the rapidly growing digital healthcare industry.
'We see demand from organizations of all sizes to modernize their healthcare infrastructure and manage cyber risk and they are looking for a trusted partner in this endeavour.' says Kevin Ford, Calian CEO. 'The addition of Dapasoft's people, products, and services broadens and deepens the digital healthcare offerings of our IT and Cyber Solutions division.'
Michael Lonsway, President of Dapasoft adds, 'The acquisition could not come at a more opportune time. Together we can scale to meet accelerated demand for migration to the cloud and virtual care. Our innovative Dapasoft Corolar Virtual Care solution meets the needs of today's healthcare organizations and their patients, while addressing ever-evolving security and regulatory requirements.'
Dapasoft, a Microsoft Gold Partner, and its wholly owned subsidiary, iSecurity, came together in 2019 to provide full-service cloud lifecycle management and cybersecurity solutions. Their Corolar integration engine has been deployed in over 30 healthcare institutions across Canada, and their proprietary cybersecurity solutions are used by customers in healthcare, financial services and critical infrastructure across North America.
'My co-founder, Kees Pouw, and I are pleased to combine our business with Calian. Leveraging the powerful Calian brand will enable us to offer a greater range of cybersecurity solutions and managed security services to build more and deeper customer relationships,' said Raheel Qureshi, co-founder, iSecurity.
'Dapasoft and iSecurity will enable us to offer a greater range of cloud migration, cybersecurity, and managed security solutions to our entire customer base,' says Sandra Cote, President of Calian IT and Cyber Solutions (ITCS). 'Calian has the bench strength to scale Dapasoft and iSecurity offerings to meet customer digital transformation demand.'
The acquisition of Dapasoft and its subsidiary, iSecurity, aligns with two pillars of the Calian growth strategy: Customer Diversification and Innovation. The definitive agreement is valued at up to CDN$83M. Amount paid on closing is $50M, consisting of $43M cash and $7M in Calian shares. Contingent consideration over two years is based on certain EBITDA growth targets ($14.5M payable in cash and $18.5M payable in Calian shares).
The combined entities generated revenues of $27M in their most recent fiscal year, with Gross Margin and EBITDA percentages well above Calian's consolidated levels. The Company expects this transaction to be immediately EBITDA accretive.
Origin Merchant Partners acted as financial advisor to Dapasoft in connection with the transaction. CIBC Capital Markets acted as financial advisor to Calian in connection with the transaction.
As a result of this acquisition, we have updated and raised our guidance to reflect the impact of Dapasoft for the remaining seven months of our fiscal year. Our guidance also reflects one-time transaction costs associated with the completion of the acquisition.
About Dapasoft and iSecurity
Dapasoft is pioneering the future of healthcare applications and health data interoperability. Headquartered in Toronto, Dapasoft is trusted by North American healthcare providers, payors, and application developers to power their solutions every day, integrating a wide variety of EHR, EMR, and other clinical and analytics systems Dapasoft's wholly owned subsidiary, iSecurity delivers world-class enterprise solutions that manage cybersecurity risk while addressing unique regulatory requirements and critical infrastructure. Its team is comprised of senior and fully accredited Cybersecurity Advisors (CISSP, CICA, CISM), Enterprise Architects (TOGAF, Zachman, SABSA) along with a 24/7 managed security and incident response services.
About Calian IT and Cyber Solutions
Calian's IT and Cyber Solutions support customer requirements for subject matter expertise in the delivery of their complex IT solutions. With a primary focus on cloud migration, IT development, support services, SAP consulting and cybersecurity solutions, Calian supports customers at all levels of government and the private sector in the domestic market. Calian Cybersecurity solutions provide public and private sector organizations with the right people, processes and technology to build actionable plans and keep their environments safe and secure.
Calian employs over 4,400 people in its delivery of diverse products and solutions for private sector, government and defence customers in North American and global markets. The Company's diverse capabilities are delivered through: Advanced Technologies, Health, Learning, and IT and Cyber Solutions. Advanced Technologies provides innovative products, technologies and manufacturing services and solutions for the space, communications, defence, nuclear, government and agriculture sectors. Health manages a network of more than 2,000 health care professionals delivering primary care and occupational health services to public and private sector clients across Canada. Learning is a trusted provider of emergency management, consulting and specialized training services and solutions for the Canadian Armed Forces and clients in the defence, health, energy and other sectors. IT and Cyber Solutions supports public- and private-sector customer requirements for subject matter expertise in the delivery of complex IT and cyber security solutions. Headquartered in Ottawa, the Company's offices and projects span Canada and international markets. For further information, please visit our website at www.calian.com.
Product or service names mentioned herein may be the trademarks of their respective owners.
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Certain information included in this press release is forward-looking and is subject to important risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. Such statements are generally accompanied by words such as 'intend', 'anticipate', 'believe', 'estimate', 'expect' or similar statements. Factors which could cause results or events to differ from current expectations include, among other things: the impact of price competition; scarce number of qualified professionals; the impact of rapid technological and market change; loss of business or credit risk with major customers; technical risks on fixed price projects; general industry and market conditions and growth rates; international growth and global economic conditions, and including currency exchange rate fluctuations; and the impact of consolidations in the business services industry. For additional information with respect to certain of these and other factors, please see the Company's most recent annual report and other reports filed by Calian with the Ontario Securities Commission. Calian disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. No assurance can be given that actual results, performance or achievement expressed in, or implied by, forward-looking statements within this disclosure will occur, or if they do, that any benefits may be derived from them.
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SOURCE: Calian Group Ltd.
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