Microlise Group, a Nottingham-based provider of SaaS-based transport technology solutions to fleet operators, has reached an agreement to acquire Enterprise Software Systems (ESS), a transportation management system (TMS) solutions firm.
Founded in 1997 in the UK, ESS has a proven track record as a leading provider of TMS solutions to enterprise clients such as Culina Group and GXO, helping customers manage their transport operations from order receipt to invoice creation.
ESS is majority founder-owned, has 42 full-time employees and delivered revenues of approximately £5.1m and an adjusted EBITDA of £1m during the 12 months to 31 August 2023, with net assets of £2.6m. Approximately 75% of revenue is recurring based on long-term contracts with the balance made up of non-recurring set up fees.
It follows Microlise’s acquisition of Vita Software earlier this year, a provider of TMS solutions to smaller and pallet/parcel network customers.
Under the terms of the acquisition, Microlise will pay an initial £7.65m cash payment due on completion and a maximum deferred contingent consideration of £0.85m, payable in cash after 6 months from completion and dependent on any claims.
The vendors will also receive a further £3m from existing ESS cash reserves on completion so that the company acquires the business on an effective cash and debt free basis. The acquisition is expected to immediately enhance earnings on completion.
The acquisition remains conditional upon no objections being raised by the UK Competition and Markets Authority (CMA). The Board of Microlise expects this process to conclude, and the acquisition to complete, within three months.
Microlise CEO Nadeem Raza said: “We are delighted to announce ESS as our second acquisition of the year, and our largest to date. The acquisition showcases our commitment to strengthening our TMS offering, which we will now be able to provide to businesses of all sizes.
“ESS immediately increases our recurring revenues, enhances our earnings, and will provide numerous upsell and cross-sell opportunities. We look forward to updating the market on progress in this respect and on the integration of ESS into the wider Group.”
