Marlowe PLC on Wednesday said it bought ISO certification and quality management provider IMSM Holdings Ltd and International Management Systems Marketing Ltd, together known as IMSM, for an expected enterprise value of £17.4 million.
The London-based software & service provider for safety and regulatory compliance said the enterprise value comprises an upfront cash consideration of £12.9 million and a further £3.0 million payment through the issue of 597,609 of Marlowe shares of 50 pence each. This is alongside an estimated £1.5 million in performance-related milestones payable after the first year of ownership.
Marlowe said the acquisition was a ‘key step’ in Marlowe’s strategy to ‘broaden its [governance, risk and compliance] capabilities into the highly complementary ISO certification market and presents an attractive opportunity to cross-sell into the group’s existing customer base’.
It also noted opportunities to digitalise IMSM’s services via collaboration with Marlowe’s software-as-a-service offering.
Wiltshire, England-based IMSM was founded in 2004 and provides ISO auditing and certification services to approximately 5,000 UK and international clients, Marlowe said.
In 2022, Marlowe said IMSM generated revenues of £12.2 million and earnings before interest, tax, depreciation and amortisation of £1.9 million. Marlowe’s own revenue in the financial year that ended March 31 was £465.7 million, up 47% from £315.9 million a year earlier.
‘The acquisition of IMSM broadens the capabilities of our governance risk and compliance division into the attractive and highly complementary ISO auditing and certification market. This is a large and fragmented market, and the addition of IMSM will enable us to address a core component of our clients’ compliance requirements,’ said Marlowe Chief Executive Officer Alex Dacre.
‘This acquisition is consistent with our strategy to selectively execute on bolt-on acquisitions whilst maintaining leverage in the region of two times [earnings before interest, tax, depreciation and amortisation], within the board’s guided range.’
Shares in Marlowe were up 2.7% to 540.00 pence each in London on Wednesday morning.
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