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Nordisk is a leading technology solution provider in the Northwest US focused on infrastructure, cloud, security, analytics, business continuity and managed services solutions.
TORONTO, July 3, 2019 /CNW/ - Converge Technology Solutions, Corp. ("Converge" or "the Company") (TSXV:CTS) (FSE:0ZB) (OTCQX:CTSDF) announced today that it has acquired Nordisk Systems, Inc. ("Nordisk"), a Northwest based partner focused on infrastructure, cloud, security, analytics, business continuity and managed services solutions. Nordisk brings highly skilled teams of experienced technology experts, business consultants, and industry thought leaders to Converge's fast growing platform.
Nordisk generated revenues of approximately US$19.3 million and Adjusted EBITDA of approximately US$1.5 million for the trailing 12 months ended April 30, 2019. The acquisition was completed pursuant to an equity purchase agreement among Converge Acquisition, LLC, a wholly owned subsidiary of Converge, as purchaser, and certain individual sellers (the "Nordisk Agreement"). Under the Nordisk Agreement, purchase consideration consisted of (i) US$2.5 million in cash on the closing date; (ii) US$2.0 million in cash on September 30, 2019; (iii) a promissory note in the amount of US$2.0 million in favor of the sellers; and (iv) up to an aggregate of US$3.0 million in earn-out payments for the three years following closing of the acquisition (up to a maximum of US$1.0 million in each of the three years based on the achievement of certain milestones. Assuming the full earn-out is earned, the resulting estimated purchase price multiple would be approximately 3.9 times average adjusted EBITDA over the earn out period, based on the minimum adjusted EDITDA required to achieve the full earn-out. The cash portion of the purchase price was financed by Converge's credit facilities.
Nordisk CEO Deney Dentel will continue in his role along with the existing Nordisk management team. Working with Deney, Converge will look to extend Nordisk's capabilities and solutions to customers across North America while introducing Converge's Hybrid IT solutions including identity-based enterprise Blockchain, cognitive, cybersecurity, resiliency managed services and multi-cloud solutions to current Nordisk customers.
"Our team at Nordisk is dedicated to relieving customer technology burdens since 1983. Our exceptional staff of highly certified industry veterans, and our longstanding relationships with manufacturers and building relations with emerging technology manufacturers deliver the highest quality technology and remain on the leading edge. As trusted advisors, we enable our clients to exceed their goals and objectives to ensure long-term success," said Deney Dentel. "The fit between the companies made perfect sense. I couldn't be more excited about what is ahead for the Nordisk team and our customers. The Converge culture and their way of doing business is spot on."
Nordisk has a team of distinguished engineers that understands customer current needs and goals and can architect visionary infrastructure that is efficient today and ready for the future.
"We are pleased that Nordisk is joining the Converge family of companies," said Shaun Maine, CEO of Converge. "As a longstanding and top tier performer in the IBM ecosystem, Nordisk extends our IBM footprint allowing Converge to expand our software strategy, particularly Red Hat after its acquisition by IBM is completed. Nordisk also provides geographical coverage in the Northwest as part of our 3 phase plan to be a premier North American Hybrid IT provider."
Nordisk marks the ninth transaction completed by Converge since October 2017. Converge's family of companies also includes Corus Group, LLC; Northern Micro, Inc.; Becker-Carroll; Key Information Systems, Inc.; BlueChipTek, Inc.; Lighthouse Systems, Inc.; Software Information Systems, LLC; and Essex Technology Group, Inc.
Converge Technology Solutions Corp. combines innovation accelerators and foundational infrastructure solutions to deliver best-of-breed solutions and services to customers. The Company is building a platform of regionally-focused Hybrid IT solutions providers to enhance the ability to provide multi-cloud solutions, blockchain, resiliency, and managed services, enabling Converge to address the business and IT issues that public and private-sector organizations face today. For more information, visit http://www.convergetp.com.
Nordisk Systems, Inc. is a leading technology solution provider with over three decades of experience in the industry. Since founded in 1983, Nordisk is committed to relieving its customers' technology burdens, with the ability to architect visionary infrastructure that solves immediate needs while focusing to achieve future business initiatives. For more information, visit http://www.nordisksystems.com
Notice to Reader: Use of Non-IFRS Financial Measures and Forward-Looking Statements
- Non-IFRS Financial Measures
In this news release, certain non-IFRS measures to evaluate performance are used. The term "Adjusted EBITDA" does not have any standardized meaning prescribed within IFRS and therefore may not be comparable to similar measures presented by other companies. Such measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS such as net income. Adjusted EBITDA is defined as gross profit less selling, general and administrative expenses, and corresponds to income before income tax, depreciation and amortization, finance expenses, change in fair value of contingent consideration, transaction costs for acquisitions, initial public offering costs and other non-operating expenses.
Management believes Adjusted EBITDA is an important indicator as it excludes certain items that are non-cash expenses, items that cannot be influenced by management in the short term and items that do not impact core operating performance, demonstrating the Company's ability to generate liquidity through operating cash flow to fund working capital needs, service outstanding debt and fund future capital expenditures. Adjusted EBITDA is used by some investors and analysts for the purposes of valuing an issuer. The intent of Adjusted EBITDA is to provide additional useful information to investors and analysts and is also used by management as an internal performance measurement.
- Forward-Looking Information
This news release contains certain "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation regarding Converge and its business. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected" "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts". "estimates", "believes" or intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could, "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Except as required by law, Converge assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change. The reader is cautioned not to place undue reliance on forward-looking statements.
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SOURCE Converge Technology Solutions Corp.
For further information: Mary Anne Palangio, Chief Financial Officer, Converge Technology Solutions Corp., Email: [email protected], Phone: 416-360-1495; Virtus Advisory Group, Shareholder Inquiries, Email: [email protected], Phone: 416-644-5081