Netcall Regulatory News (NET)

23 January 2024

NETCALL PLC 

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

Acquisition of Skore Labs Limited

Enhancing the Liberty digital transformation platform, increasing market opportunity and cross-sale potential

Netcall plc (AIM: NET), a leading provider of intelligent automation and customer engagement software, is pleased to announce the acquisition of Skore Labs Limited ("Skore"), a cloud-based process improvement software company (the "Acquisition").

Key points:

About Skore

Skore (www.getskore.com) is a UK company that provides a cloud-based software solution for business process discovery, mapping, analysis and management. As an intuitive and collaborative solution, users can rapidly identify process problems as well as opportunities for optimisation to drive operational improvement, innovation and efficiencies.

Based in Portsmouth, Skore was established in 2014 and has c.120 customers across a range of industries, including Ashford Borough Council, Cielo, Holland & Barrett, Northrop Grumman and University College London NHS Trust. All of the current team will remain with the Netcall group.

For the year ended 31 December 2023, Skore's revenues have grown 96% to £449k (2022: £229k) with an adjusted EBITDA loss of £55k (2022: loss of £159k) (figures from unaudited managements accounts). Annual recurring revenue (ARR) from cloud subscriptions increased by 179% to £651k (2022: £233k).

Acquisition Rationale

Process mapping is a foundation capability that enhances Netcall's current product portfolio. With the expanded Liberty platform that incorporates Skore's process mapping solution with Liberty's low-code, robotic process automation and AI solutions, customers will be able to build solutions, streamline and automate processes faster and easier, to improve operational effectiveness and efficiency.

The expanded Liberty platform also allows Netcall customers to add process mapping to their subscriptions, creating cross-selling potential and new customer opportunities for organisations that want a comprehensive all-in-one process solution.

Consideration for the Acquisition

The total consideration for the Acquisition, including earnout, is up to £6.225 million, of which up to £4.225 million is dependent on the performance of Skore. The initial consideration is £2.0 million, payable in cash from Netcall's existing cash resources, with £1.8 million payable on completion and £0.2 million is held back and deferred for 12 months.

Up to £4.0 million of the earnout consideration is payable subject to Skore achieving contracted annualised value of software subscriptions ("Annualised Subscription Value") growth from £0.6 million to £2.0 million within three years of acquisition. The payment will be pro-rata, measured annually, and paid 50% in cash and 50% in Netcall shares with elements of both deferred until the end of the earnout period. Any Netcall shares issued will be subject to a 12 month lock-in for the management shareholders of Skore. The balance of the earnout contingent consideration is payable in cash and is dependent on achieving a minimum level of Annualised Subscription Value in the earnout period.

James Ormondroyd, CEO of Netcall plc commented: "The acquisition of Skore fits excellently within our stated acquisition rationale, bringing a highly complementary technology offering. Business process improvement is seen as an increasingly important part of the puzzle for companies wishing to improve their interactions with customers, and we believe this acquisition accelerates our position in a rapidly growing market for digital transformation and automation.

"We have a successful track record in growing our market opportunity and cross-sell potential through organic and acquisitive product expansion, and the addition of the Skore process mapping capabilities is a step forward in this journey. We look forward to welcoming the Skore team to Netcall."

For further enquiries, please contact:

About Netcall

Netcall's Liberty software platform with Intelligent Automation and Customer Engagement solutions helps organisations digitally transform their businesses faster and more efficiently, empowering them to create a leaner, more customer-centric organisation.

Netcall's customers span enterprise, healthcare and government sectors. These include two-thirds of the NHS Acute Health Trusts and leading corporates including Legal and General, Lloyds Banking Group, Aon and Santander.

For further information, please go to www.netcall.com.

Prior to publication the information communicated in this announcement was deemed by the Company to constitute inside information for the purposes of article 7 of the Market Abuse Regulations (EU) No 596/2014 as amended by regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations No 2019/310 ('MAR'). With the publication of this announcement, this information is now considered to be in the public domain.