お知らせ • Dec 16
Kape Technologies Plc (AIM:KAPE) completed the acquisition of Express VPN International Ltd from Access Global Limited.
Kape Technologies Plc (AIM:KAPE) entered into a sale and purchase agreement to acquire Express VPN International Ltd. from Access Global Limited, Peter Burchhardt and Dan Pomerantz and their family members and affiliated entities and its subsidiaries for approximately $930 million on September 13, 2021. The acquisition is structured as a hybrid asset and share acquisition. Under the agreement, Kape will acquire certain assets, liabilities and service entities together comprising the ExpressVPN business for a total consideration of $936 million, comprised of $354 million in cash, to be satisfied by a combination of $334 million payable on completion plus $20 million in cash within six months of completion paid from excess cash of the Buyer group; new ordinary shares amounting to 47.8 million ordinary shares to be issued to the co-founders of ExpressVPN, Peter Burchhardt and Dan Pomerantz and their families (Vendors) and deferred cash consideration of $345 million to be paid in two instalments of $172.5 million each, on the first and second anniversaries of completion of the transaction. Approximately 10.8 million of the consideration shares will be held in escrow for 24 months from completion of the acquisition to provide security for claims under the acquisition documents which are agreed or determined in favour of Kape. The cash element of the Initial Consideration is subject to adjustment for net cash or debt in the two corporate service entities being acquired as part of the hybrid asset and share acquisition. The deferred consideration is not subject to performance or other conditions and its payment by Kape will be secured by way of a charge over the shares in Kape. The Vendors will become significant shareholders in Kape with approximately 14% of the enlarged group and will enter into graduated lock-up arrangements over a 24-month period post completion of the acquisition with an orderly market provision.
In order to part fund the acquisition, Kape intends to raise gross proceeds of $354 million by means of an underwritten placing to institutional investors (Placing). In addition to the Placing, new and existing retail investors will be offered the opportunity to participate on the PrimaryBid platform of additional new ordinary shares at the placing price (Retail Offer). As of September 14, 2021, Kape has successfully raised gross proceeds of approximately $354 million pursuant to the Placing and approximately $2.5 million pursuant to the Retail Offer. The net proceeds of the Placing and the Retail Offer will be used to fund the upfront cash consideration for the acquisition and costs related to the acquisition and its funding. The deferred consideration is expected to be fully funded from Kape's operational cashflow and by using the existing but uncommitted capacity within its existing facility agreements. The use of the existing but uncommitted capacity within its existing facility agreements is subject to the consent of Kape's existing lender group, which may not be received until after completion. Kape will seek consent from its existing lender group for the Company's existing $120 million senior secured term facility and $10 million revolving credit facility to remain in place. Ahead of this, a standby facility has been arranged with an affiliate of Kape’s largest shareholder, Unikmind, TS Next Level Investments Limited (TSNLI) to cover the deferred consideration and Kape's existing bank debt of loan facilities of up to $345 million in aggregate, if required. No additional equity capital raise will be required to satisfy the deferred consideration.
For the year ended December 31, 2020, ExpressVPN generated revenue of approximately $279.4 million and reported EBITDA of $24.8 million. ExpressVPN's first-rate management team will join Kape and continue to lead ExpressVPN's operation with approximately 290 team members joining as employees, of which 48% are R&D engineers, not including the larger ExpressVPN team of contractors and customer support agents. ExpressVPN's co-founders, Peter Burchhardt and Dan Pomerantz, will continue to manage ExpressVPN's operations, and are fully aligned with the growth strategy for the combined business. Following completion of the acquisition, Peter Burchhardt will have the right to appoint one non-executive director to the Board of Kape. This right will continue for so long as the ExpressVPN founders, their close family members and their respective wholly-owned companies, taken together, hold at least 5% of Kape's ordinary shares, subject to certain anti-dilution protections. Each of the parties has limited termination rights in the period before completion of the acquisition.
Completion of the acquisition is conditional upon, inter alia, certain merger control consents having been received or the relevant waiting periods having expired, shareholder approval at the Kape General Meeting to be convened for October 1, 2021, in respect of the issue of the consideration shares and the shares to be issued in the placing, and certain other conditions which are customary for an acquisition of this nature, including certain key third party supplier consents. Completion of the acquisition will occur in Q4 2021. With significant operational cost savings greatly improving LTV / CAC ratios, Kape expects to realise approximately $30 million of synergies on an annualised costs basis from 2023. The transaction is expected to be highly earnings enhancing from completion, with the enlarged group expected to generate revenues for the year ended 31 December 2022 of between $610-624 million and proforma Adjusted EBITDA of between $166-172 million. Earnings accretion of approximately 28% anticipated for the year ending December 31, 2022.
Bryan Cave Leighton Paisner LLP acted as legal advisor to Kape Technologies plc. Tiro Capital acted as exclusive financial advisor and Freshfields Bruckhaus Deringer LLP acted as legal advisor to ExpressVPN. Simon Fine, Toby Gibbs, Mark Percy, James Thomas and Michael McGloin of Shore Capital Stockbrokers Limited acted as Nominated Adviser, Joint Broker & Joint Bookrunner to Kape Technologies.
Kape Technologies Plc (AIM:KAPE) completed the acquisition of Express VPN International Ltd from Access Global Limited on December 15, 2021.