Renatus Weekly M&A & Company Performance Private Equity Newsletter 03/04/2022

Deal Details: Irish headquartered Centaur is to be acquired by the Waystone Group, subject to regulatory approval. Deal details have not been disclosed.

Centaur provides fund administration services to some of the world’s largest institutions, servicing over 120 different client groups who manage in excess of $200bn. The company has office locations in North America, the UK, Bermuda, Ireland, and Luxembourg. Its clients range from hedge funds, to insurance funds, to private equity, and real estate funds. The business was founded by Ronan Daly, Eric Bertrand, and Karen Malone in 2009. The business had FY20 revenue of €9.9m.

Waystone Group, through its subsidiaries, provides institutional governance, risk, and compliance services to the asset management industry. The company offers structured finance solutions, Cayman solutions, distribution solutions, European solutions, and compliance solutions. Waystone Group was founded in 2000 and is based in Dublin, Ireland. The business is led by Derek Delaney.

Advisers:
Centaur
Deal Advisory: Macquarie
Legal: Willkie Farr & Gallagher

Centaur management team
Deal Advisory: Key Capital
Legal: McCann Fitzgerald

Waystone
Legal: Matheson

Renatus Comment: The acquisition of Centaur sees Waystone putting to work the capital it received via investment from Hg Capital (€38m) and Montagu Private Equity. Waystone has embarked on a targeted acquisition strategy in recent times, having acquired KB Associates in January, along with nine other acquisitions before this. At the time of Hg’s investment in the firm, Waystone was valued at a reported c. $1.3bn, versus $100m in 2019, demonstrating the effectiveness of the business’ targeted M&A strategy.

Source: Centaur Press Release

Deal Details: Virtual care and home diagnostics company LetsGetChecked has announced plans to acquire Massachusetts-based genomics startup Veritas Genetics and its international subsidiary, Veritas Intercontinental. The deal consideration was not disclosed.

LetsGetChecked was founded in 2015 by Peter Foley and is co-headquartered in Dublin and New York. The business provides consumers with direct access to telehealth services, pharmacy, and laboratory tests with at-home sample collection kits for a wide range of health conditions including Sexual Health, Cholesterol, Diabetes, Thyroid, Coronavirus, and more.

Veritas Genetics was founded in 2014 by George M. Church, Mirza Cifric, Preston Estep, and Jonathan Zhao. The business is focused on genome sequencing and interpretation for the general population and has been recognised by multiple academic publications. Veritas Intercontinental is a subsidiary of Veritas Genetics which brings Veritas’ service to Europe, South America, The Middle East, and Japan. The business has offices in the USA, Brazil, Columbia, Spain, and Italy.

Advisers: None mentioned.

Renatus Comment: LetsGetChecked was recently classed as a unicorn after its latest fundraise in June of last year, which saw the business raise $150m. This deal will allow LetsGetChecked to integrate the highly sophisticated capabilities of Veritas into its current offering. The addition of Veritas’s genome sequencing into the LetsGetChecked offering will allow the business to add a predictive medicine aspect and give a more complete service to consumers.

Source: Businesswire

Deal Details: EY has announced the proposed acquisition of Irish technology consulting business Client Solvers Ltd, trading as Client Solutions. The deal consideration was not disclosed and is subject to CCPC clearance.

Client Solutions, the main subsidiary of Client Solvers Ltd, operates in Ireland and the UK and provides software development and IT consultancy services. Client Solutions employed 115 staff throughout FY20 and reported a turnover of c. €25.5m.

Ernst & Young Global Limited, doing business as EY, is a multinational professional services network with headquarters in London, England. EY is one of the largest professional services networks in the world. The business employs over 300,000 people globally and reported revenue of c. $40bn in FY21.

Advisers:

EY Ireland
​​​​​M&A: An EY team made up of Luke Charleton, Robert Hussey, and Michael Murphy
Financial Due Diligence: An EY team made up of Marcus Purcell and Carthach McCarthy
Tax Due Diligence: An EY team made up of Frank O’Neill, Dave Barry, and Niall O’Lideadha
Commercial Due Diligence: An EY team made up of Helena O’Dwyer and Jim McGovern
Legal (EY Law): An EY team made up of Adam Synnott, Deirdre Malone, Eoghan Doolan, Grainne Garvao, and Louisa Burke

Client Solutions Shareholders
Legal: An RDJ team that consisted of Gillian Keating and Liam O’Keeffe (Corporate and Commercial), David Rodgers and John Cuddigan (Tax), Diarmaid Gavin (Competition) and Brendan Cunningham (Banking) acted for the shareholders of Client Solutions.
Financial: Deloitte team, led by Derek Murphy.

Renatus Comment: EY has made concerted steps recently to diversify its revenue streams and to reduce its dependency on its traditional audit, tax, and advisory services arms. Significant growth has come in recent years from consulting and as more businesses look for expertise in areas such as IT, businesses such as Client Solutions will likely provide further growth to EY. Increasingly, the big accounting practices are moving into the consulting space. EY acquired DKM Economic Consultants, Deloitte acquired Etain, BDO acquired Eaton Square, KPMG acquired Future Analytics and PwC acquired regtech company KYC-Pro.

Source: Irish Times

Deal Details: Kinesis Health Technologies, a Dublin-based provider of physical assessment services for the elderly, has been acquired by Linus Health, a Boston-based digital health company focused on brain health. The deal consideration was not disclosed.

Kinesis was founded in 2013 as a UCD spin-out company by Seamus Small and Barry Greene. The business offers a range of assessments focused on gait, balance, mobility, fall risk, and frailty. The business employed c. 4 staff throughout FY21. Following the completion of this transaction, Kinesis will operate as a subsidiary of Linus, and Seamus Small and Barry Greene will remain as CEO and CTO, respectively.

Linus Health was founded by David Bates, Alvaro Pascual-Leone, and partners from Tamarisk Ventures in 2019. The business’s focus is on advancing methods to detect, diagnose, and address cognitive and brain disorders. To date, the business has raised c. $65m from Morningside Ventures and other investors.

Advisers:
Linus Health
Legal: DLA Piper

Renatus Comment: This acquisition comes just a few months after Linus raised c. $55m in its series B funding round in July of last year. Kinesis is the twelfth UCD spin-out to feature in this newsletter since 2020. We are seeing lots of success stories from these on-campus start-ups, and hopefully these successes will create more in the future. We commented on this rercently, when Nutriband wsa sold, a spin out from DIT. Other company successes from this kind of model include OncoMark, Biosensia, Movidius, Swrve, Fieldaware, Glonav, and PolarLake.

Source:  Linus Health Press Release

Deal Details: Melior Equity Partners, an Irish private equity company, has acquired a majority stake in Salmon Software. The 70% stake is reportedly worth €15m.

Salmon Software focuses on delivering a world-class treasury management software system with functionalities that fulfil the requirements of the treasury front, middle and back offices, including integration with third-party systems ranging from dealing platforms and market data providers to ERPs and risk systems. Its software supports a number of blue-chip customers such as CRH, Avolon, and Ryanair. The business was founded in 1985 by John Byrne.

Advisers:
Melior
Deal Advisory: KPMG, led by Gavin Sheehan, Alan Bromell, Gavin Hillery and Nicole Constant
Legal: William Fry, led by Stephen Keogh, Alex Byrne and Toby Boyd.

Salmon Software
Corporate Finance: Mazars Corporate Finance, led by Eoin O’Keeffe and Daniel Gallery.
Legal: Hayes Solicitors, led by Ken Casey and Sabrina Burke.

Renatus Comment: The acquisition of Salmon Software sees a continuation of 2021’s trend of strong M&A activity in the financial services software sector. Salmon’s treasury management software system has proven popular within the space, as evidenced by the business’ largely blue-chip client base.

Source: Melior Press Release

Deal Details: Norwegian-headquartered environmental, health, safety, and Quality (EHSQ) software provider, EcoOnline has acquired Irish environmental data monitoring SaaS business Biome. The deal consideration was not disclosed but is reported to be c. €1.1m.

Biome, based in Dublin with a design and engineering hub in Belfast, is a team of environmental engineers, designers & developers focused on giving environmental engineers and scientists the necessary tools to improve sustainability in businesses. Prior to the transaction, the business was majority-owned by CEO Gary Morgan and was backed by Enterprise Ireland.

EcoOnline is a European EHSQ SaaS provider dedicated to developing software for creating safer and more sustainable workplaces while ensuring compliance. The business has a presence in the Nordics, the UK, and Ireland. EcoOnline was founded in 2000 and currently has over 6000 customers and over 200 employees. The business reported revenue of c. €12.9m in FY20.

Advisers: None mentioned.

Renatus Comment: While the deal consideration was not disclosed, this was likely a great exit for Biome CEO, Gary Morgan, who has spent the majority of his career in the ESG space and at the time of this sale owned over 83% of the business.

There is no doubt that ESG is becoming an increasing focus for businesses today. In a report published by Verdantix, it was found that firms are ramping up investments in ESG and sustainability, with 57% predicting double-digit spending increases in 2022. We in Renatus have noticed an increasing number of ESG focused M&A deals in recent months and feel this trend is likely to continue, if not increase.

Source: EcoOnline Press Release

Deal Details: London-based ISG has acquired a majority stake in ESS Modular Limited for an undisclosed sum.

ESS Modular Limited operates as a modular construction company that designs and manufactures prefabricated buildings. ESS Modular is part of the ESS Group, an industry leader in modern methods of construction in Ireland and the UK. The business was founded in 1989 and is headquartered in Dublin and Manchester. The business had FY21 revenue of c. €39.0m, which converted to an EBIT of c. €2.3m. It is led by CEO, Paul Tierney.

ISG Limited, together with its subsidiaries, provides fit-out, construction, engineering, and technology services in office, retail, hospitality and leisure, living, education and public, technology and science, and health sectors. The company serves both the European and Asian markets and is headquartered in London. The business is led by CEO, Matt Blowers, and owned by investment firm, Cathexis. It had FY20 revenue of €2.3bn, which converted to an EBITDA of €18.0m.

Advisers:

ESS
Legal: Walkers team, led by Brendan O’Brien (Head of Corporate), with assistance from Eoin Ryan (Corporate M&A) and Cal Kane (Corporate M&A), Aisling Burke (Tax) and Andrew Traynor and Charlotte Chestnutt (Finance).

ISG
Deal Advisory: EY UK

Legal: Pinsent Masons LLP London (with assistance from Pinsents Mason LLP Dublin).

Renatus Comment: The acquisition by ISG will provide ESS with the necessary scale and financial backing to expand the business. ESS previously bought out its JV partner, Styles & Wood, which co-founded Spatial, an approved panel of contractors aiming to build primary and secondary schools across the UK. With ESG becoming an increasingly important focus for businesses, modular construction will undoubtedly have an important role to play. Modular construction typically means shorter construction times, meaning a lower energy requirement, whilst the fact that facilities are constructed off-site means a lower level of onsite pollution, with less waste also being produced in a controlled factory setting.

Source: ESS Press Release

Deal Details: Olympic gold medallist, Usain Bolt has acquired a stake in Dublin-based esports organisation, Wylde. The deal consideration and Usain Bolt’s stake were not disclosed.

Wylde was founded in 2020 by previous JP Morgan investment banker Steve Daly and former founding shareholder of QUMAS, David Cronin. The business is a global esports organisation that runs various tournaments and has a gaming academy, gaming boot camps, and world-class gaming teams competing in some of the world’s largest gaming competitions.

Usain Bolt will join the Wylde leadership team and his main role will be working with the high-level team members, helping them reach their full potential.

Advisers: None mentioned.

Renatus Comment: Esports has experienced outstanding growth over the last few years, accelerated by the pandemic with more people taking up gaming in their spare time. According to Insider Intelligence, in the US in 2022 there is forecast to be c. 30m esports viewers each month, an increase of c. 11.5% versus 2021. The prize money is also staggering, with the largest e-gaming prize reaching c. $40m in 2021. Similar organisations to Wylde, particularly those based in the US, have experienced massive success over the past years with TSM valued at over $410m and FaZe Clan reporting revenue of c. $40m. While the competitive egaming industry is currently booming in the US, it will be interesting to see if this trend will be replicated in markets such as Europe and if new entrants like Wylde can reach the heights of TSM and FaZe Clan.

Source: Silicon Republic

Deal Details: Kerry Group has acquired New Jersey-based ayurvedic ingredients supplier Natreon. The deal consideration was not disclosed.

Kerry Group is a leading taste and nutrition partner for the food, beverage, and pharmaceutical markets, with its broad range of ingredient solutions reaching over 1 billion consumers around the world. The Irish PLC is led by CEO, Edmond Scanlon. The business reported FY21 turnover of c. €7.4bn, which converted to an EBITDA of c. €1.1bn.

Founded in 1998, Natreon supplies ayurvedic ingredients (herbs such as cumin, turmeric, ashwagandha) to the dietary supplement, personal care, food & beverage, and medical food segments globally. While the business is based in New Jersey, USA, the business’s R&D facility is located in Kolkata, India.

Advisers:
Natreon 
Financial Advisory: William Hood & Company, LLC served as exclusive financial advisor.

Legal: Windels Marx Lane & Mittendorf LLP served as legal counsel.

Renatus Comment: Kerry Group appears to be putting the proceeds from the sale of their Meats and Meals business to good use. This unit was sold to Pilgrims Pride in June of 2021 for a reported €819m. Since then, Kerry has been actively acquiring in the taste and nutrition space, acquiring C-LEcta, Enmex, Niacet, and Biosearch Life. The markets reacted positively to the announcement of the acquisition with Kerry Group stock jumping up slightly to €103.85 from €101.00 immediately following the acquisition. The stock currently sits at €100.35.

Source: Natreon Press Release

Deal Details: Irish-based Safe Care Technologies has been acquired by Swedish-based Tobii Dynavox. Deal details have not been disclosed.

Safe Care Technologies is a leading supplier of assistive technology products throughout Ireland, providing Tobii Dynavox solutions exclusively within this market, which comprises the majority of the company’s turnover. The business was founded in 2012 by CEO Conor Quigley. In FY21 the business had reported sales of c. €870k, which converted to an EBITDA of c. €87k.

Tobii Dynavox AB (Publ) develops and sells assistive technology products for communication in Sweden and internationally. The company provides technology and solutions for augmentative and alternative communication for people with disabilities. Headquartered in Sweden, Tobii Dynavox employs around 500 people. The business, whose shares are publicly traded, is led by CEO Fredrik Ruben.

Advisers:
Tobii Dynavox
Legal: Lisa McEllin, Emmet Scully, and Daniel Keegan of LK Shields acted as legal advisors.

Safe Care Technologies 
Corporate Finance: Jackie Quinn of QCF Corporate Finance provided corporate finance advice.

Legal: PJ Kiely of Kiely Solicitors provided legal advice.

Enterprise Ireland
Legal: Kyle Wimpress of Beauchamps provided legal advice.

Renatus Comment: The acquisition by Tobii Dynavox will provide provide Safe Care Technologies with the necessary resources to further its ambition of providing easy access to assistive technology in the Irish market. CEO Conor Quigley will be remaining with the business to accomplish this goal, with the additional resources being focused on enhancing service and training quality for Irish customers, making its processes more effective and shortening the customer feedback loop.

Source: Tobii Dynavox Press Release

Deal Details: Dublin-based Leman Solicitors LLP is to merge with international law firm Ogier. Deal details have not been disclosed.

Leman is focused on providing legal advice across corporate, real estate, employment, financial services, dispute resolution, and restricting for clients based in Ireland. The firm was established in 2007 by partners John Hogan and Larry Fenelon. The business had FY20 revenue of €4.2m, which converted to an EBITDA of €515k.

Ogier is a full-service law firm, with expertise in the corporate and financial sectors. The firm has 12 offices across Europe, the Caribbean, and Asia, with over 900 employees. The business advises on the laws of the British Virgin Islands, the Cayman Islands, Guernsey, Ireland, Jersey, and Luxembourg. The business is led by global managing partner Edward Mackereth.

Advisers: None mentioned.

Renatus Comment: There is a clear move into Ireland by UK and international  law firms, either through new offices or M&A with local firms. This deal quickly follows the merger of Dublin-based Eugene F Collins and London-based Addleshaw Goddard last month. The merger will provide Leman with increased scale and access to new markets, with Ogier specialising in a number of markets across the world’s international financial centres. Given the growing financial services sector here in Ireland, it is unsurprising to see a firm with the expertise of Ogier seeking to establish a presence here.

Source: Leman Press Release

Deal Details: Healthcare Ireland, based in Holywood, has acquired seven facilities from Priory Adult Care. Deal details were not disclosed.

Healthcare Ireland operates a number of care homes, largely in Northern Ireland. The business, based in Holywood, Belfast, was founded by Gilbert Yates in 2015. The business does not report turnover or EBITDA information.

Priory Group No. 1 Limited, t/a Priory Adult Care, operates hospitals in the United Kingdom. Its services include mental health, addiction treatment, rehabilitation and recovery services, neuro-rehabilitation facilities, medium and low secure facilities, adult care services, specialist schools, colleges, and children’s homes. The company was founded in 2010 and is based in London, United Kingdom.

Advisers: None mentioned.

Renatus Comment: The acquisition of seven care homes by Healthcare Ireland marks the continuation of 2021’s trend of strong M&A activity in the Irish care home space, as outlined in the Renatus blog in January. Following the deal, Healthcare Ireland becomes the largest privately-owned operator of care homes in Ireland, with 24 sites. With the over-80 population projected to double by 2036, it is unsurprising to see operators such as Healthcare Ireland looking to take advantage of the growth opportunity in the space.

Source: Belfast Telegraph

Deal Details: East Cork Oil has announced the acquisition of Misty Lane holdings, trading as Atlantic Oils and Geaney Oil. The deal consideration was not disclosed and is subject to CCPC approval.

East Cork Oil distributes fuel products primarily in the Munster, Leinster, and Connacht region through a network of 32 company-owned depots and eight service stations. Customers range from domestic, farmers, and agricultural contractors to haulage companies and large industrial users and service stations. Atlantic and Geaney distribute fuel products primarily throughout Co. Kerry through a network of three depots.

Atlantic operates from the primary depot in Ardfert and Geaney operates from the Dingle and Castlemaine depots. Atlantic and Geaney’s product offering includes home heating oil (Kerosene), auto diesel, sulphur free gas oil, unleaded, lubricants, oil storage tanks, and fuel cards. The business was owned entirely by Norrie and Brendan Horgan prior to this transaction and reported a turnover of c. €35m in FY21.

Advisers:
Misty Lane Holdings
Financial Advisory: Deloitte.

East Cork Oil
None mentioned.

Renatus Comment: The general rule is that new industries are highly fragmented and consolidate as they mature. This is one of many oil-related M&A deals we have reported on over the years and we expect to see more activity and further consolidation in the oil market, all along the value chain, over the coming years.

Source: CCPC

Deal Details: Bedwin Soft Furnishings, the Co. Down-based soft furnishings company has acquired Oaktree Blinds. Deal details have not been disclosed.

Bedwin Soft Furnishing Limited manufactures curtains and blinds. It offers Yankee candles, bedding products, and curtains, among other items. The business supplies giftware to retail, commercial, and contract-based companies. The business was founded in 1984 and is based in Newry. The business is owned by Managing Director, Ossie Wallace, along with Pamela Wallace, Christopher Wallace, and Erica Maxwell. The business does not report turnover or EBITDA info.

Oaktree Blinds produces a variety of blinds, window shutters, and conservatory blinds from its base in Portadown, Co. Armagh. The business was founded by Alan Pickering and will be rebranded as ‘Oaktree by Bedwin’ following the acquisition. Pickering will remain with the company in a sales role.

Advisers: None mentioned.

Renatus Comment: The acquisition forms part of a wider investment drive from Bedwin, which has already invested £250k in a new furnishing factory, along with £100k in new machinery, over the course of the pandemic. The acquisition will see Bedwin diversify its offering given Oaktree’s focus on blinds, opening up new opportunities for the business in the UK and Irish markets.

Source: The Irish News

Deal Details: Cork-based Healthcare 21 has acquired O’Flynn Medical Ltd, also based in Cork.

O’Flynn Medical is an independent distributor offering product sales, rental and technical services to the hospital sector, private customers and nursing homes in Ireland. The business is majority owned by Tadhg and Anne Flynn. The business does not report turnover and EBITDA information.

Healthcare 21 Ltd distributes medical equipment. The company also offers sales, marketing, customer service, and engineering services. The company was founded in 2003 and is based in Cork, Ireland. The business had FY20 revenue of €174m, which converted to an EBITDA of c. €20m. The business is owned by AddLife, the Swedish medical device manufacturer. The business is led by CEO, Tara Kearney.

Advisers:

O’Flynn Medical 
Corporate Finance: A Deloitte team made up of Derek Murphy and Mike Sheehan, along with Benchmark International.
Legal: Claire O’Sullivan of De Burca Green Solicitors.

Healthcare 21: None mentioned.

Renatus Comment: The acquisition of O’Flynn Medical sees AddLife, which acquired Healthcare 21 in April 2021, expand its offering in the Irish market. O’Flynn Medical is a bolt-on acquisition to Healthcare 21, with the two companies having complementary product portfolios, whilst also allowing Healthcare 21 to expand into new market segments, such as medical equipment rental.

Source: Healthcare 21 Press Release

Deal Details: Leinster-based LHK Group is to acquire two smaller Dublin peers, Richardson Insurance Solutions and The Insurance Group.

LHK Group is a Leinster-based general insurance and financial planning advisory firm serving commercial and personal clients, nationally. LHK is a family-owned business, currently run by Managing Director, Colm Kelleher. The business had FY20 turnover of c. €2m, which converted to an EBITDA of c. €719k.

Richardson Insurance is an Irish broker providing general insurance, life & pensions, investment, and health insurance solutions. The business is majority-owned by Derek Richardson. It had FY20 turnover of €1.3m, which converted to an EBITDA of €43k.

The Insurance Shop was founded in 1997 and provides tailored insurance packages for retail shops, convenience stores, newsagents, and supermarkets. The business is owned by Sean O’Connell and Anthony Cunningham. It does not report turnover or EBITDA information.

Advisers:

LHK
Deal advisory: Merry Mullen

Richardson Insurance & The Insurance Shop
Corporate Finance: A JPA Brenson Lawlor team, led by Jason Bradshaw.

Tax: JPA Brenson Lawlor

Legal: Beauchamps

Renatus Comment: The trend of consolidation within the Irish insurance space is showing no signs of slowing down. The increased scale of the operation will benefit all parties, with LHK’s gross premiums reported to increase to c. €40m as a result of the deal. These consolidation plays have been a key feature of the Renatus Newsletter in recent times and given the attraction of steady revenues throughout the economic cycle, this trend is likely to continue.

Source: Irish Times

Dublin-based Glanmore Foods Ltd is a supplier of lunch products to the Irish education sector, particularly primary and secondary schools. The business is led by managing director John Mooney and serves 400 schools.

Glanmore Foods reported an FY21 turnover of c. €16.0m, an increase of 8.8% year-on-year. This converted to an EBITDA of c. €4.2m, an increase of 24.5%.

Significant post-EBITDA cash movements include the repayment of a short-term loan amounting to c. €4.4m, and the acquisition of tangible fixed assets for c. €514k. The business closed the year with a net cash balance of c. €3.5m.

Glanmore employed an average of 109 staff throughout 2021, 94 of which were in production, at a cost of c. €3.2m. The business is wholly owned by John and Jennifer Mooney.

The principal activities of Donagh Traders Limited are the operation of a Supervalu supermarket in Co. Donegal, the letting of retail units which are part of the Supervalu complex, a Centra convenience supermarket and forecourt in Moville, Co. Donegal. The business is owned by GKS Glack Holdings, of which Gerard Doherty is the primary shareholder.

In its financial year to April 2021, the business had a turnover of €21.0m, an increase of 13.3% year-on-year. This converted to an EBITDA of c. €1.4m, an increase of 86.9% year-on-year. The rise in EBITDA can be partly explained by a reduction in adminstrative expenses, increased revenues, along with a minor improvement in gross margin.

The business finished the year with a cash balance of c. €1.1m, an increase of c. €34k over the year. The business employed  an average of 111 people at a cost of c. €2.0m.