Velti plc (VELT) Pays $27.4M to Acquire Air2Web, CASEE

September 22, 2011 7:49 AM EDT
Velti plc (Nasdaq: VELT), has entered into a definitive agreement to acquire Air2Web.

Air2Web is a provider of mobile customer relationship management (mCRM) solutions in the United States and India.

Velti also announced today that it signed a definitive agreement to consummate the previously announced acquisition of the remaining interest in CASEE.

Terms of the deal:

Velti will pay consideration of approximately $19.0 million in cash for Air2Web and expects to keep in excess of $12.0 million of annualized revenue from the acquisition, the majority of which is derived from recurring platform licensing, usage and performance fees. Velti anticipates Air2Web will generate approximately $3.0 million in revenue and $(1.0) million in EBITDA during the fourth quarter of 2011 and will become accretive to EBITDA in its first full quarter of consolidation post-acquisition. Subject to certain customary closing conditions, Velti expects the acquisition to close in the fourth quarter of 2011 and accordingly will consolidate a portion of Air2Web's quarterly results.

Velti will pay up front consideration of approximately $8.4 million for the remaining interest in CASEE, such consideration to be comprised of approximately $3.9 million in cash and, at Velti's discretion at close, $4.5 million in cash or common shares of Velti plc. In addition, based upon the financial performance of CASEE, Velti may be required to pay total contingent consideration of up to $20.7 million. The contingent consideration is payable in two tranches, with the first tranche of up to approximately $7.6 million payable following determination of certain financial results of CASEE for its fiscal year ending March 31, 2012, and the second tranche payable following determination of certain financial results of CASEE for its fiscal year ending March 31, 2013. To the extent any contingent consideration becomes payable, a minimum of 50% is payable in cash with the remainder payable in cash or common shares of Velti plc at Velti's discretion. Velti anticipates CASEE will generate approximately $1.5 million in revenue and $(0.5) million in EBITDA during the fourth calendar quarter of 2011. Subject to certain customary closing conditions, Velti expects the acquisition to close in the fourth quarter of 2011 and accordingly will consolidate a portion of Air2Web's quarterly results.


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