Charles Taylor plc Acquires CEGA Group
Charles Taylor plc announces today that its wholly-owned subsidiary, Charles Taylor Insurance Services Limited, has acquired CEGA Solutions Limited, the holding company of the CEGA Group1, a specialist provider of technical medical assistance and travel claims management services, for a maximum consideration of £29.8 million.
The transaction marks an important step forward in Charles Taylor's strategy to grow by developing new professional service business lines, which are closely-related to its core business, through targeted acquisitions. It forms part of the Group's overall business strategy of delivering growth organically and through investments. The acquisition is Charles Taylor's second significant investment with the proceeds of its rights issue of March 2015 which have now largely been deployed. The Group's first investment was a stake in Fadata, a specialist provider of software solutions to the global insurance industry, which was completed in December 2015.
CEGA is a market-leading provider of medical assistance and travel claims management services to insurers. It provides a high-quality, seamlessly integrated end-to-end service, which combines medical assistance with claims and case management, pre-travel advice, medical screening and corporate travel contingency planning.
CEGA brings additional technical, high value-add services which complement Charles Taylor's existing capabilities. CEGA has long-standing relationships with large, high profile insurers, some of which are new to Charles Taylor, and these offer the opportunity to cross-sell the Group's other professional services. In addition, Charles Taylor's businesses and its major clients use medical assistance services. This means the Group is well-positioned to support CEGA's long-term growth.
CEGA will continue to be run by its current management team. Alistair Hardie, CEGA's CEO, will report to David Marock, Charles Taylor's Group CEO, and will join the Group's Executive Committee. CEGA's clients will continue to be served by their existing teams, and they are expected to benefit from Charles Taylor's financial strength, its operational and technological capabilities, the breadth and depth of its client relationships and its global reach.
Charles Taylor has paid £23.8 million on completion, of which £0.7 million is in Charles Taylor plc shares, to acquire the equity in CEGA Solutions and to enable CEGA Solutions to repay shareholder loan notes and bank debt. An additional amount of up to £6.0 million, of which up to 20% could be in Charles Taylor plc shares and the remainder in cash, is payable as deferred consideration over a period of two years from completion, subject to CEGA achieving stretching performance targets over that period. The initial consideration is also subject to a net debt adjustment. The initial consideration is funded principally from Charles Taylor's existing cash resources raised as part of its rights issue in March 2015. The gross assets of CEGA Holdings Limited were £16.3 million, including property assets with net book value of £3.7 million, as at December 2015 based on the audited statutory accounts. CEGA achieved, on a proforma basis, revenue for continuing business of £30.6 million, adjusted EBITDA of £3.3 million2 and adjusted profit before tax of £2.7 million2 in the year to 31 December 2015. CEGA will be consolidated for 5 months in the Charles Taylor accounts for the year ended December 2016 and will make a contribution to earnings for that period. Accordingly, after expensing transaction costs, the acquisition is expected to be modestly earnings enhancing for the year ended 31 December 2016 and to contribute meaningfully to revenue and profits in subsequent years.
Application will be made for 285,717 ordinary shares to be admitted to the premium segment of the Official List of the Financial Conduct Authority and to be admitted to trading on the London Stock Exchange's main market for listed securities (together, "Admission"). Admission is expected to take place on 29 July 2016. On Admission the ordinary shares will rank pari passu in all respects with the existing ordinary shares in the capital of the Company.
The parties to the transaction were Charles Taylor Insurance Services Limited and the shareholders of CEGA Solutions3. Liberum advised Charles Taylor on the transaction.
The acquisition of CEGA Group constitutes Inside Information within the meaning of article 7 of the EU Market Abuse Regulation (MAR).
David Marock, Group Chief Executive Officer, Charles Taylor said: "The acquisition of CEGA opens another exciting chapter in the growth and development of Charles Taylor. CEGA is one of the UK's leading providers of travel assistance services and works closely with major insurers which form an important part of our client base. We expect that the acquisition will enable us to further deepen and develop these important relationships.
"The services of our two businesses are highly complementary and the acquisition adds to the wide range of technical insurance services offered by Charles Taylor. We can see significant opportunities for profitable joint-working. Our client relationships across the global insurance and industrial markets mean that we should be able to support CEGA's continued growth. We will also be able to offer new high-value medical assistance and claims management services to our existing clients."
Alistair Hardie, Chief Executive Officer, CEGA Group, said: "I am delighted that CEGA has become a member of the Charles Taylor Group. CEGA has built a market-leading range of services including international assistance, medical transfers, claims management and pre-travel consultancy. As part of the Charles Taylor Group we will have access to resources, expertise and global networks which should enable us to realise our ambitions to drive growth and develop new markets for our services, and importantly further improve the competitiveness of our core proposition for our existing insurer and corporate clients."