PropTech Group Limited (ASX: PTG) has agreed to acquire Eagle Software Pty Ltd, an innovative and modernrealestate CRM, website and marketing solution provider focused on independent, boutique and small multi-office real estate agencies.
Eagle Software will be acquired on a cash and debt free basis for $7.5 million in upfront cash and scrip consideration, comprising approximately $4.1 million in cash and $3.4 million in scrip, and up to an additional $7.5 million earn-out in cash based on achievement against annualised monthly recurring revenue growth hurdles assessed over the period to May 2022.
Payment of the earn-out, if any, is due following completion of the FY22 PropTech Group financial statement audit.
The Acquisition and associated transaction costs will be funded by a combination of:
- a fully underwritten institutional placement of ~$7.1 million;
- a 1-for-8.57 accelerated non-renounceable entitlement offer of up to ~$10.4 million comprising: a fully underwritteninstitutional entitlement offer of ~$6.0 million; and a non-underwritten retail entitlement offer of up to ~$4.4million.
- scrip consideration (an issue of PropTech Group shares) to Eagle Software’s shareholders of approximately $3.4 million at an implied value of $0.753 per share based on PropTech Group’s 30 trading day VWAP prior to the date of signing the definitive agreement for the Acquisition.
The Acquisition is expected to complete by late July 2021 and is subject to certain conditions precedent standard for transactions of this nature, including successful completion of the Placement and Institutional Entitlement Offer and no material adverse change to either party.
Eagle Software was established in 2014 to provide the real estate industry with listing management, CRM and website solutions. Currently it is used by more than 800 agency offices across Australia and New Zealand.
CEO and Managing Director, Joe Hanna, said the acquisition of Eagle Software advances PropTech Group’s objective to own, operate and invest in high-quality property technology businesses that primarily focus on the Australian, New Zealand and United Kingdom residential and commercial real estate markets.
We are excited to welcome Eagle Software to the PropTech Group family. Together, we will be one of the leading real estate CRM companies in the Australian and New Zealand market, providing our clients with better functionality, more innovation and most importantly, better service and results,” Mr Hanna said.
“The Eagle Software acquisition is an exciting opportunity for PropTech Group and delivers on our growth strategy. Eagle Software is well aligned with VaultRE, yet focuses on independent, boutique and small multi-office real estate agencies, enabling scaled entry into this sector of the market.
“The Acquisition solidifies our market position as a major player in Australia and New Zealand with Eagle Software adding over 800 agencies to our ecosystem. This increased scale provides opportunity for further value creation through synergies and further investment in our brand and customer experience.”
