Acquisition of Optima Health
January 2022
1
Establishing the UK's largest occupational health compliance platform
Compelling
Financial
Profile
Strong Balance
Sheet
- Acquisition of Optima Health, the UK leader in technology-enabled corporate health and wellbeing, for a consideration of £135m
- Deal makes Marlowe UK leader in core Occupational Health market, transforming existing scale in this highly attractive regulated compliance market
- A major step in the Marlowe vision confirming our position as UK leader in the regulatory compliance software and service arena in line with our Deepen, Broaden, Strengthen & Digitalise growth strategy
- ~£68m revenues and £11m EBITDA with at least £2m synergies expected in Y1
- 10%+ EPS accretion in Y1
- Acquiring from Close Brothers Private Equity (owned since 2015)
- Management are reinvesting £6m into deal
- Leverage c.1.5x post-deal with significant headroom
- Complementing highly cash-generative nature of pro-forma Marlowe Group
2
A TRANSFORMATIONAL COMBINATION WITH COMPELLING STRATEGIC RATIONALE
1
Positions Marlowe as clear #1 in UK Occupational Health market with combined pro-forma revenue of >£91m and >£19m EBITDA(1)
3
Creates a platform of scale for future
growth led by Optima's proven management team who possess a
track record of accelerating organic growth (FY19-FY21 CAGR : 12%) and successful M&A integration
2
Delivers significant shareholder
value: Earnings accretion of 10%+ in
first full year of ownership
4
Builds further scale across highly attractive GRC markets. Including
Optima, Marlowe's GRC division will
have c.£157m revenue and c.£42m
EBITDA(1)
3 | Notes: (1) Based on 2021 Optima Outturn, including £2m of synergies to be realised in 12 months post completion. |
THE LEADER IN SERVICES AND SOFTWARE WHICH ASSURE REGULATORY COMPLIANCE
A one-stop-shop addressing the full spectrum of business compliance needs
Governance, Risk & Compliance
c.£90m | c.30% |
Run rate revenue(1) | EBITDA margin(1) |
Route-based delivery & software
Consultancy & software
Governance, Risk & Compliance
Focused on clients' workforce and
organisational compliance
Enterprise Risk | Contractor |
Software | Compliance |
Compliance | Fire Safety |
eLearning | |
Marlowe's | |
compliance | |
Occupational | universe |
Water & Air | |
Health | Quality |
HR & | Health & Safety |
Employment Law |
Testing, Inspection & Certification
c.£245m | c.15% |
Run rate revenue | EBITDA margin |
Route-based delivery & software
Governance, Risk & Compliance
Focused on the compliance of clients'
business premises
Comprehensive SaaS and service capabilities, driving cross-sell & upsell and
assuring compliance for >50,000 customers
4 | Notes: (1) Excluding impact of Optima. |
PROVEN TRACK RECORD OF EXECUTING ON STRATEGY
Deepen | Broaden | Strengthen | |||
Accelerating Organic Growth | Track Record of Margin Enhancement | ||||
Organic Revenue Growth | 8% | (1) | Divisional EBITDA Margin | 19% | |
(%) | (%) | ||||
7% | 16% | ||||
5% | 13% | ||||
12% | |||||
4% |
= Actual = Market Consensus(4)
£193m | c.£36m |
Capital Deployed in L12M on acquisitions(2) | Run-Rate SaaS Revenue |
Digital
Platform of Scale to Drive Further Growth
Total Revenue | 336 |
(£m) | |
298 | |
185 192
129
(3)
7.6x
Avg. EBITDA Multiple Paid in L12M(2)
5 | Notes: (1) After an adjustment for the COVID-19 impact on TIC. (2) Excludes deferred consideration. Measured on latest full-year EBITDA at time of acquisition. (3) Calculated as run rate as of H1'21 including full-year effect of acquisitions since |
H1'21. (4) Current market consensus expectations as at 7 January 2022. | |
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Marlowe plc published this content on 20 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 January 2022 17:37:03 UTC.