Dev Clever DEV - Acquistion of Phenix
Dev Clever has announced the intention to acquire Phenix Digital Limited ("Phenix") for a mixture of £100,000 cash and 3,571,429 new ordinary shares of 1p each. Completion of the acquisition is conditional upon admission of the Consideration Shares, expected to become effective on Friday, 13 March 2020.
Phenix is a multi-service digital marketing agency within the education sector. Established in July 2011, Phenix has achieved eight years of organic compound annual growth of 22.4%, largely driven by its significant success in the education sector, where it has delivered digital propositions including websites, mobile apps, digital prospectuses and videography to schools and organisations across the UK.
Its customers in the Education sector ranges from Primary, Secondary and Special Educational Needs (SEN) organisations through to large Independent and Multi Academy Trusts.Customers outside the Educational sector include Local Authorities (Birmingham, Worcester, Wolverhampton, Staffordshire, Leeds), Capita (incorporating Entrust and S4S and Spire Health Care) and Helix (the UK based manufacturer of stationary).
This acquisition of Phenix is therefore fully aligned with the Company's strategic focus on the education sector and presents Dev Clever with an exciting opportunity to expand its capabilities in the education sector through the addition of direct sales, digital marketing, videography and animation. Furthermore, the addition of experienced DevClevers direct sales capability also provides Phenix with an opportunity to accelerate revenue growth across the enlarged agency services division while the core Dev Clever team remains focused on the global rollout of the Company's SaaS-based Educate products, which commences in the UK, Canada and US in April 2020.
Chris Jeffries CEO Dev Clever said: "The blend of our existing skills with Phenix's operations within the education sector presents a genuinely exciting opportunity for the enlarged business to take market share as a combined entity. We believe it will enable us to accelerate revenue growth while expanding our footprint within the education sector.
“The Company has engaged Phenix's services since October 2019 to support sales conversions and, as a result, the conversion of new sales opportunities has seen a significant uplift. I'm confident that the acquisition of the business and integration of both teams will see sales continue to grow and support our objective of reaching breakeven in Q3 this year."
As part of the transaction, the sellers have given warranties to Dev Clever that are customary for a transaction of its type. In addition, the sellers have given indemnities in respect of specific items identified in due iligence. The liability of the sellers under the warranties and indemnities is subject to both monetary and time caps. The sellers have also agreed non-compete restrictions and agreed not to dispose of their Consideration Shares, except in limited circumstances, during the 12 months following completion. Following completion of the acquisition, the sellers will be employed by the enlarged group.
MD of Phenix Digital Greg Parker said: "The management team at Phenix Digital is excited to announce the news of the acquisition by Dev Clever. We have spent a lot of time and resource within the education sector over the past eight years and have thoroughly enjoyed building our business year on year. We have always strived to deliver more technology into the marketplace and create innovative offerings for our clients and we are proud of the reputation and partnerships we have forged.
Joining with Dev Clever provides more opportunity in the marketplace and gives us the right people to execute an exciting strategy and blend together an incredibly solid and talented core team. We are thrilled to join the Company at such an exciting time. The careers and recruitment platform Launchyourcareer.com and VICTAR VR are so refreshing to the market, and we really see the fantastic opportunities within the education sector that these products offer. We look forward to what the future holds."
Total Voting Rights
On Admission, the Company will have 435,758,272 ordinary shares of 1p each in issue, each with one voting right. There are no shares held in treasury. Therefore, the Company's total number of ordinary shares and voting rights is 435,758,272.
The above figure of 435,758,272 may be used by shareholders from Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
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