DWF.L Regulatory News (DWF)

DWF Group plc

("DWF", the "Group" or the "Company")

LEI: 213800O9QREOHTOGQ266

Delivering on our strategy: international Managed Services acquisition provides platform for further growth

29 January 2020

Highlights

·; DWF to acquire a leading legal and managed services business Mindcrest Inc ("Mindcrest") for US$18.5m (£14.2m) in cash and shares, of which US$2.4m (£1.8m) in cash and US$8.5m (£6.5m) in shares is payable at completion, with US$7.6m (£5.9m) in deferred cash

·; Mindcrest has expected FY19 sales of US$12.1m (£9.2m) and normalised EBITDA of US$1.2m (£0.9m)

·; Transaction will deliver significant synergies, with a range of new revenue opportunities and total annual recurring cost savings estimated to reach £2.9m in FY22

·; The strategic acquisition will significantly expand DWF's Managed Services capabilities, providing a resource for DWF offices globally to further grow the offering

·; Mindcrest will bring approximately 360 new employees to DWF, the majority of whom will be based in Pune, India, with additional offices in Chicago, New York and London

DWF, the global legal business providing Complex, Managed and Connected Services, announces that it has reached a definitive agreement to acquire Mindcrest, a leading legal and managed services business for US$18.5m (£14.2m) in cash and shares, with the transaction expected to complete in the next 4-6 weeks, subject to the satisfaction of certain pre-conditions (the "Acquisition"). Initial consideration consisting of US$2.4m (£1.8m) in cash and US$8.5m (£6.5m) in shares will be paid at completion (the "Initial Consideration"), with additional cash consideration of US$7.6m (£5.9m) deferred and phased over a period of 6 months (the "Deferred Consideration").

Acquisition rationale and background

Mindcrest specialises in services including litigation support, contracts, compliance and legal analytics for large international corporate clients. Headquartered in Chicago, Mindcrest employs over 360 people, the majority of whom are located in Pune, India, where it has successfully operated for over 15 years, along with a small presence in New York and London.

The Acquisition is consistent with DWF's objective of developing its Managed Services business across a global platform, and will play an important part in accelerating the growth of the platform while providing access to Mindcrest's high quality people and in house training capability.

By expanding the Managed Services offering, the Acquisition will allow DWF to better support its clients and win business in complementary areas where it has not previously had capability, including document review and legal process outsourcing.

Mindcrest's office in Pune provides a Managed Services offering in an established and low-cost legal services and outsourcing location, giving DWF access to a deep pool of experienced legal talent in a timely and efficient manner, without the operational uncertainties of building the offering organically.

Mindcrest's business model is focused on assembling the right talent in the right locations at the right price. Their services are delivered through a unique methodology combining project management, process, workforce management, technology, analytics, reporting and metrics on every project. Mindcrest's operations are supported by a high quality people proposition delivered through 'Mindcrest University' which underpins their service and helps ensure recruitment, retention and development of its people in addition to being able to rapidly initiate and deploy new contracts and types of work.

This complements DWF's Managed Services delivery platform and provides significant potential profit upside from the combined operations, geographies and capabilities. The acquisition will accelerate the potential for DWF to provide high quality, volume work from an efficient cost base which is expected to drive incremental returns. DWF estimates that the transaction will therefore allow it to deliver around £2.9m in annual recurring cost savings by FY22.

Following the completion of the Acquisition, DWF will have offices in 33 key locations with approximately 4,200 people.

Transaction details

In the financial year to 31 December 2019, Mindcrest is expected to have sales of US$12.1m (£9.2m) and normalised EBITDA (following the implementation of certain direct cost savings initiatives during the year) of US$1.2m (£0.9m), with gross assets of US$3.0m (£2.3m).

DWF has reached an agreement to acquire the entire issued share capital of Mindcrest from its current owners (the "Sellers") for US$18.5m (£14.2m) in cash and shares. The Initial Consideration of US$2.4m (£1.8m) in cash and US$8.5m (£6.5m) in shares is payable at completion, with the Deferred Consideration of US$7.6m (£5.9m) in cash deferred and phased over a period of 6 months. There is a 24 month clawback on post-tax cash from Mindcrest management in the event that they resign of their own volition during that period, which is consistent with DWF partner clawback arrangements from the IPO.

As part of the transaction, the Group will be assuming $2.1m (£1.6m) of net debt, including amounts to be paid to Mindcrest shareholders on completion of $1.3m (£1.0m).

The share consideration element of the Initial Consideration will be satisfied by issue of 5,028,738 new ordinary shares in the Company (the "Consideration Shares"), based on the share price average over the last five working days prior to the date of the acquisition agreement.

The Consideration Shares are subject to a lock-in period of two years. They will be released in two equal tranches to the Sellers following the announcement of the Company's financial results for each of the years ending 30 April 2021 and 30 April 2022. There are clawback provisions in place to protect against any material reduction in revenue in the two years post acquisition.

The completion of the Acquisition is subject to the satisfaction of certain pre-conditions which are expected to be met in the next 4-6 weeks. Application will be made for the Consideration Shares to be admitted to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities, following completion. A further announcement will be made in due course.

Andrew Leaitherland, Group CEO at DWF, said:

"I am delighted to have completed another important acquisition for DWF and to welcome Mindcrest to our Group. Mindcrest is an excellent fit for our business, allowing us to rapidly expand our Managed Services offering in both existing and new areas, accelerating growth in this key offering that remains central to our strategy.

"Managed Services continues to be a real differentiator for DWF, and Mindcrest will provide the resources to better support our clients globally by meeting their requirements where and when they need them.

"Following the recent RCD acquisition, the Mindcrest deal further highlights our M&A strategy and the attractiveness of our business model, as we continue to deliver on our IPO promises and grow our international offering in targeted locations and disciplines that complement our existing business, while attracting and retaining the best talent."

Ganesh Natarajan, CEO at Mindcrest, said:

"We are excited to become part of the DWF family. As one of the oldest legal services companies, Mindcrest has established a reputation for high quality and exceptional client service. This will be enhanced with DWF Mindcrest, bringing the right talent, technology, and processes coupled with strong project management to develop innovative integrated solutions for our clients across the globe. Our shared vision, values and culture makes DWF Mindcrest a winning combination."

Notes to Editors

About DWF

DWF is a global legal business providing Complex, Managed and Connected Services, operating from 31 key locations with approximately 3,900 people. The Company became the first Main Market Premium Listed legal business on the London Stock Exchange in March 2019. DWF recorded revenue of £272.4 million in the year ended 30 April 2019. For more information visit: www.dwf.law 

About Mindcrest

Mindcrest Inc. is a leading legal services company that specializes in Contracts Management, Compliance, Legal Analytics, and Litigation & Investigations. We offer innovative technology-driven results to many of the world's largest organizations. By combining legal expertise with strong project management, Mindcrest delivers high-quality, cost-effective solutions to clients across multiple industries. Mindcrest has delivery centers in Chicago, New York, London and Pune, India.

Forward-looking statements

This announcement contains certain forward-looking statements with respect to Mindcrest's and the Group's current targets, expectations and projections about future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and words of similar meaning, include all matters that are not historical facts and reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. The Company does not assume any obligation to update or correct information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

Rounding

Certain figures included in this announcement, including financial information, have been subjected to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.