LONDON: Shearwater Group plc, the digital resilience group, has entered into a share purchase agreement to acquire certain business and assets of Secarma Limited, a leading provider of cyber security testing services and solutions against a consideration of £7.4 million, payable £6.7 million in new ordinary shares and £0.7 million in unsecured loan notes
The acquisition would significantly strengthen the Shearwater Group’s existing cyber security testing services with world-leading “red teaming” capability; provide for multiple cross selling opportunities across Group companies and is in line with stated strategy of building a leading UK-based digital resilience group.
Secarma’s first-generation cyber security testing services assess how attackers can exploit and penetrate weaknesses in operating systems, applications or services. In addition, Secarma provides advance threat analytics and monitoring, and tailored “red teaming” operations through its highly experienced cyber security and ethical hacking specialists, which can simulate an attack on a customers’ network environment to test its ability to withstand an attack.
Alongside this, Secarma also offers customers cyber security consultancy solutions and training, and has its own proprietary cloud-based Platform-as-a-Service software, which is licenced to customers on a subscription basis to help integrate disparate IT Service Management platforms and ticketing systems.
David Williams, Chairman of Shearwater, said: “Over the past year we have witnessed a substantial and growing demand for cyber security testing services and red teaming in particular. We’ve looked at a number of opportunities in this sector and we’re delighted to have secured a deal to purchase this business. The incoming team’s industry expertise and considerable experience as well as market position will be very complementary to our services businesses and provides another key capability for the Group as a whole.”
Under the terms of the Acquisition, the Company will acquire the shares of a recently incorporated subsidiary of Secarma Limited, Pentest Newco Limited, which contains the business.
The total consideration for the Acquisition is £7.4 million, which will be settled through the issuance of 292.292 million ordinary shares of the company at an issue price of 2.3 pence per ordinary share to Secarma Limited, and an unsecured loan note of £0.7 million to be repaid to the seller in tranches on the first and third anniversary of completion of the acquisition.
The unsecured loan note will attract interest of 6 percent per annum. The issue price of the consideration shares represents a premium of 67.3 percent to the closing price of 1.375 pence per ordinary share as at 8 April 2019, being the last practicable date. The consideration shares will represent approximately 13.3% of the enlarged issued share capital of the Company.
In addition, the company has agreed to issue up to a maximum of 196.633 million additional ordinary shares of the company on the first anniversary of completion of the acquisition subject to the share price performance of the Shearwater.[the_ad id=”31605″]