aveva osisoft ebitda

Completion of the Acquisition is conditional upon satisfaction of certain conditions, including the approval of Shareholders at the General Meeting and the receipt of antitrust and CFIUS approvals. Schneider Electric, which currently holds approximately 60% of the issued Ordinary Shares of AVEVA, has irrevocably committed to vote in favour of the Acquisition and fully subscribe to the Rights Issue on a pro rata basis. Trademarks may include brand names, product names, logos and slogans. AVEVA and OSIsoft will further deliver on their sustainability goals, driving significant benefits for their customers. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. AVEVA will be able to accelerate the market adoption and expansion of OSIsoft Cloud Services (OCS) and other cloud-based offerings, which recently entered into an early adopter program and provide OSIsoft's industry leading data management capability in a native cloud environment; Enable AVEVA to broaden and deepen its relationships with both existing and new customers across the highly complementary, global customer bases. Schneider can readily participate in the offer of new equity as it has both €5 billion of cash and the headroom to raise more debt of its own. This amount is equivalent to the proceeds receivable from Schneider Electric's pro rata entitlement of the Rights Issue. … Furthermore, as businesses deploy increasing levels of sensor-enabled equipment, more assets are streaming more data, increasing the need for and value derived from the PI System. History Early history. financial information relating to OSIsoft has been extracted or derived from the audited results for the twelve months ended 31 December 2019 and the unaudited results for the six months ended 30 June 2020. AVEVA Group plc has announced plans to raise cash to help fund the acquisition of OSIsoft. The Schneider Electric guarantee shall terminate on the date on which the guaranteed obligations have been discharged in full and the lenders are under no further obligation to provide financial accommodation under the relevant Bridge Facility. Certain figures in this announcement have been subject to rounding adjustments. The industrial sector, although a pioneer in exploring new technology, is the last to integrate and use its technology for its resources. It is privately held. AVEVA disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law or regulation. To fund the rest of the proposed $5 billion deal, AVEVA considered offering stock, selling new equity, or both. OSIsoft founder and CEO Dr. J. Patrick Kennedy added, “Joining forces with AVEVA enhances and extends our ability to deliver on our key commitments to our customers, partners and employees. Alongside AVEVA, OSIsoft can begin to use its cutting-edge technology and multinational customer base to have a substantial effect on the industrial software market. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "US Securities Act"), or an exemption therefrom. About 60% of OSIsoft’s revenues are recurring, although this is mostly in maintenance revenues. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any statement contained herein, the possible acquisition or otherwise. AVEVA, the industrial software company, announced on August 25, 2020, its intention to acquire OSIsoft from Dr. J. Patrick Kennedy and OSIsoft investors, including SoftBank, for $5 billion. The $5bn acquisition presents a range of risks and uncertainties, the greatest uncertainty being integration risk. Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as joint corporate broker to AVEVA and no one else in connection with the proposed Acquisition or any other matter referred to in this announcement and will not be responsible to anyone other than AVEVA for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement. Employees. Combined pro forma financial information is based on twelve months ended 31 March 2020 for AVEVA and twelve months ended 30 June 2020 for OSIsoft. For Aveva, acquiring OSIsoft is likely to require some inventive financing. In addition, the pandemic has stimulated people’s thinking about opportunities that can be unlocked through … synopsis: UK-based AVEVA has reached an agreement to acquire OSIsoft, a pioneer and global leader in real-time industrial operational data software and services. DETAILS OF THE PROPOSED ACQUISITION OF OSISOFT. On 25 August 2020, AVEVA and Schneider Electric entered into a cooperation agreement recording the steps which AVEVA and Schneider Electric have agreed to take in relation to Completion and certain obligations which each party has agreed in favour of the other relating to the Acquisition (the. Britain’s record on tech deals is a sorry one. It is listed on the London Stock Exchange and is a constituent of the FTSE 100 Index. EBITDA: EBIT (Earnings Before Interest and Taxes) Net Profit : Trademark Applications Trademark applications show the products and services that Osisoft is developing and marketing. AVEVA Group is a company that provides engineering and industrial software solutions. Through OSIsoft's PI System, customers draw insights, make better decisions, optimise operations, and drive digital transformation. HQ Location. The acquisition is expected to close in late 2020 or early 2021. AVEVA's industry exposure will also be further diversified with the oil & gas segment's contribution to pro forma revenue expected to decrease from c.40% to c.35%; Create cross selling opportunities across the Americas, EMEA and Asia Pacific, with each region contributing c.41%, c.36% and c.23%, respectively, to the Enlarged Group's pro forma revenue; Support delivery of AVEVA's medium term targets and enhance the Enlarged Group's long-term growth opportunity, with OSIsoft's strong historical growth, recurring revenue and margins closely aligned with AVEVA's own targets, and significant further upside through operational leverage, cost and revenue synergies; Create additional value for Shareholders through the potential for material cross-sell and upsell revenue synergies owing to the high degree of complementarity between the two product portfolios and a significantly larger customer base in expanded geographies and industries; Meaningful cost synergies are expected to be achieved, driven by operational efficiencies through the optimisation of cost structures such as elimination of overlaps, increased utilisation of delivery centres, and integration of corporate and administrative functions; Create material cash tax savings over a 15 year period as a result of intangible assets created by the Acquisition that can be amortised for tax purposes; and. In addition, OSIsoft, as a mature business, requires substantial investment in order to expand operations into different market channels and revenue streams. efficiencies, lower costs, deeper data-driven insights, sustainability and business resilience. The seller non-competition agreement ("Seller Non-Competition Agreement") was entered into on 25 August 2020 between AVEVA, OSIsoft and Dr. J. Patrick Kennedy. 1. Aveva is seeking to break the “winners’ curse” with a $5bn acquisition of SoftBank-backed OSIsoft. Meanwhile, the OSIsoft acquisition will reduce Aveva’s exposure to oil and gas—its second-largest market—from 40% to 35%, according to UBS. The funds and assets of the larger company provide some assurance and security to OSIsoft. Secondly, the COVID-19 pandemic has put pressure on many companies that did not have large cash reserves. 4. c.$0.9 billion from existing cash on balance sheet and new debt facilities, resulting in pro forma net leverage of 1.9x EBITDA for the Enlarged Group; OSIsoft's founder, Dr. J. Patrick Kennedy, will remain involved in the business through his appointment to the newly established (non-Board) role of Chairman Emeritus and ongoing share ownership of. Schneider Electric, a French industrial company, owns 60% of AVEVA and is unlikely to want to dilute its stake, since software is a key leg of its growth strategy. customers to connect disparate sources of time-series data in an efficient and cost-effective manner. The SUPA contains customary representations, warranties, covenants and pre-Completion undertakings. In 2019, OSIsoft held $96.3M (£72.6M) in cash and cash equivalents and $1.26B (£0.95B) in total assets, while AVEVA held £127.8M in cash and £2.48B in total assets. For further information, please contact. OSIsoft has a strong track record of organic growth and cash generation, with revenue growing at a 10.3% CAGR over the last 10 years (2009-2019). Be earnings accretive in AVEVA's financial year ending 31 March 2022, before synergies. It offers engineering, procurement, and construction services, as well as asset performance, monitoring and control, planning and scheduling, and operation and optimization industrial software solutions. 10. Operating costs calculated as gross profit less EBITDA. Pro forma oil & gas revenues based on AVEVA's approximate oil & gas revenues in financial year ended 31 March 2020 and OSIsoft's oil & gas revenues estimated by applying billings by industry breakdown (breakdown for OSIsoft's financial year ended 31 December 2019) to total revenues for the twelve months ended 30 June 2020. This means that the company is still growing about 10-15% in topline revenue per year, an impressive figure in the industrial technology space for such a sizable profile. Another part of the discussion was the pandemic that has exposed a number of problems and issues that can be solved with digitalization. Together, AVEVA and OSIsoft can provide full stack end-to-end solutions that span edge, plant, and enterprise deployments. Together, AVEVA and OSIsoft can provide full-stack solutions that span edge, plant, and enterprise deployment models, strengthening AVEVA's position as … Osisoft's new tradmarks suggest it is investing in R&D and marketing, while expanding into new products or markets. AVEVA Group PLC is a British multinational information technology company based in Cambridge, England; it started as the Computer-Aided Design Center. financial information relating to OSIsoft has been extracted or derived from the audited results for the twelve months ended 31 December 2019 and the unaudited results for the six months ended 30 June 2020. AVEVA and OSIsoft have a, significant shared customer base, which provides synergies in multiple industries, enabling product integration and customer value. 9. billion and Adjusted EBIT of c.£330 million (c.28% margin) for the Enlarged Group; Combine the complementary product offerings of AVEVA and OSIsoft - bringing together industrial software and data management - capitalising on the technological megatrends that are driving digital transformation of the industrial world as efficiency, flexibility, sustainability and resilience become increasingly urgent requirements for customers: OSIsoft's PI System is a very scalable and robust enterprise level data historian platform, which will be a key enabler of a number of AVEVA solutions, in particular enhancing the Digital Twin, HMI/SCADA, Manufacturing Execution System and Asset Performance, with more inputs and connectivity to feed AI-infused and cloud-based solutions; AVEVA's and OSIsoft's solutions will combine to create a leading Industrial Internet of Things (IIoT) portfolio, which will continue to be platform and hardware agnostic, meaning that it will be able to communicate with diverse devices using different operating systems; The combined solution set will optimise engineering, operations and performance, with unprecedented efficiency and value as a result of the integration of both businesses; and. Today’s Exit: AVEVA acquiring OSIsoft. Facilities Agreement and Schneider Electric Guarantee. AVEVA creates software that enables people to engineer, operate and maintain complex industrial assets safely, efficiently and cost-effectively. GVC reported underlying Ebitda of GBP761.1 million for 2019. Strengthen AVEVA's position as a global leader in industrial software, with combined pro forma revenue of c.£. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Ultimately, this deal sets the way for AVEVA to become a global pioneer in the field of industrial digitalisation. Enterprise value of $5.0 billion has been calculated by reference to the total of cash consideration and the 5-day volume weighted average price of AVEVA's share price up to the close of trading on 24 August 2020 (the last practicable date prior to publication of this announcement) multiplied by the number of Ordinary Shares to be issued to Dr. J. Patrick Kennedy, subject to customary adjustment for the Rights Issue. Adjusted Earnings Before Interest and Tax (EBIT), as used in this announcement, is calculated where applicable before. August 25, 2020. All statements other than statements of historical facts included in this announcement may be forward looking statements. The Facilities Agreement is unsecured, however indebtedness under the Facilities Agreement is guaranteed by certain subsidiaries of AVEVA. Pursuant to the Seller Non-Competition Agreement, Dr. J. Patrick Kennedy has agreed that, for a three-year period following Completion, he will not (and shall cause his controlled affiliates not to) directly or indirectly, among other things, operate, control or engage in any business competing with any member of the OSIsoft Group throughout the United States and any country in the world if the OSIsoft Group is conducting or has undertaken material planning to conduct business in such country as of Completion. Founded in 1967, headquartered in Cambridge, England. 5. This strong growth continued this year as the imperative for digital transformation has continued through the COVID-19 crisis, with year over year revenue growth of 10.0% in the six months ended 30 June 2020. Metrics released today show that the business is now at $500M in Trailing Twelve Month Revenue. He said that “given AVEVA’s track record in the last couple of years [of transitioning customers to subscriptions], this is an area that we believe we can accelerate and help to create new subscription offerings, particularly using AVEVA Flex.”. OSIsoft’s software has great potential. In the period from 2016 to 2019, OSIsoft delivered a revenue CAGR of 9.7% and an Adjusted EBIT CAGR of 18.5%. Terms and conditions relating to the use and distribution of this information may apply. Based on assumptions, AVEVA is unlikely to raise more than £1 billion pounds in debt since enterprise software companies can typically sustain debt representing only about double its EBITDA. Aveva is seeking to break the “winners’ curse” with a $5bn acquisition of SoftBank-backed OSIsoft. OSIsoft's FY16-FY19 figures shown above are according to ASC 605 revenue recognition policies. Last Financing Details. The combination of AVEVA and OSIsoft will help customers in industrial and essential organizations accelerate … AVEVA has entered into an English law governed facilities agreement with certain lenders and Barclays Bank PLC as agent (the "Facilities Agreement"), pursuant to which the lenders have made available to AVEVA and certain of its subsidiaries $3.6 billion of debt under the Bridge Facilities, a $900 million term facility and a £250 million revolving credit facility, each of which may be used to finance the cash consideration component of the consideration. The acquisition will strengthen its position in its current subsectors and add a stronger position in the pharmaceutical, food & beverage, and life sciences markets. To be fair, Cambridge-based Aveva, which started life as a government-funded research institute, is more a French hybrid than UK business following a £3bn reverse takeover by Schneider Electric in 2017. On 25 August 2020, the Company, AVEVA US 1 Corp. and AVEVA US 2 Corp., Delaware corporations and indirect wholly owned subsidiaries of the Company (together, the "Purchasers"), OSIsoft, Mitsui, Softbank and Estudillo (Estudillo, together with Mitsui and SoftBank, being the sellers) entered into a stock and unit purchase agreement (the "SUPA"), pursuant to which the Company and the Purchasers have agreed, subject to the terms and the conditions of the SUPA, to acquire, directly or indirectly, all of the issued and outstanding units of OSIsoft. All OSIsoft financial information in this announcement is presented in accordance with US GAAP and may be different in the Combined Circular and Prospectus, which will be prepared in accordance with IFRS and AVEVA's accounting policies. Without limitation, any statements preceded or followed by or that include the words "targets", "goals", "should", "would", "could", "continue", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "hopes", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. H1 20 and TTM ended 30 June 2020 figures are shown according to new ASC 606 policies. Strengthen AVEVA's position in the power & utilities and chemicals & petrochemicals segments and add stronger positions in the pharmaceutical, food & beverage and life sciences segments. Founded in 1980 by Dr. J. Patrick Kennedy, OSIsoft is in real-time industrial data software and services. This information is provided by RNS, the news service of the London Stock Exchange. Certain figures in this announcement have been subject to rounding adjustments. 11. This will open up a wide range of streamlining and integration alongside AVEVA’s other products. Story body. MDT Holding, Inc. ("Mitsui"), a company owned by Mitsui & Co., Ltd, which holds a 5.0% stake. Schneider Electric has also irrevocably committed to take up (or cause to be taken up) its entitlement to subscribe for shares pursuant to the Rights Issue, pursuant to an equity financing deed between Schneider Electric, AVEVA, J.P. Morgan Securities plc, as the lead arranger of the Facilities Agreement (the "Arranger"), Barclays Bank PLC, BNP Paribas Fortis SA/NV and Numis Securities Limited entered into on 25 August 2020 ("Equity Financing Deed"). Autonomy’s sale to the US hardware giant embroiled both parties in a drawn-out court battle. AVEVA Group plc (OTCPK:AVEVF) Proposed Acquisition of OSIsoft LLC Conference Call August 25, 2020 03:30 AM ET Company Participants Craig Hayman - Chief Executive Officer James Kidd - … The data collected and analysed by OSIsoft’s PI software could also be used by AVEVA to improve its other offerings. The company expects to be EBITDA profitable by the end of 2024. Where amounts are shown in both US dollars and sterling, or converted between the aforementioned currencies, in this announcement, an exchange rate of £1.00/US$. emperor.works. The purchase of OSIsoft will provide full-stack end-to-end solutions and accelerate digital transformational strategies. The securities referred to herein have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, taken up, resold, transferred or delivered in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. From a financial standpoint, this deal looks to benefit AVEVA greatly in the long run. Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to AVEVA and no one else in connection with the possible acquisition referenced above and will not be responsible to anyone other than AVEVA for providing the protections afforded to clients of Lazard or for providing advice in relation to the proposed Acquisition or any other matters referred to in this announcement. Total Raised. Schneider Electric Irrevocable Undertakings. The Schneider Electric and Life Is On trademarks are owned by Schneider Electric and are being licensed to AVEVA by Schneider Electric. Founded in 1980, headquartered in San Leandro, California. Neither Numis nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not its client in connection with this announcement, any statement contained herein, the Acquisition or otherwise. Its PI System has incredible penetration in the industrial world. Combined pro forma financial information is based on twelve months ended 31 March 2020 for AVEVA and twelve months ended 30 June 2020 for OSIsoft. Following Completion, and while Dr. J. Patrick Kennedy has a legal or beneficial interest in 3% or more of the share capital of AVEVA (including through Estudillo), each of Dr. J. Patrick Kennedy and Estudillo will consult with AVEVA and its brokers prior to any offer or disposal of Ordinary Shares. Schneider Electric has agreed that it will not dispose of, or enter into an agreement to dispose of, its Ordinary Shares in the Company until dealings in the Rights Issue shares (fully paid) have commenced. That results in a ~10x revenue multiple. For Aveva, acquiring OSIsoft is likely to require some inventive financing. The integration of OSIsoft’s PI system data management software with AVEVA’s own operations and performance products will create an integrated data foundation that will drive big data insights to help customers. Bloomberg | Quint is a multiplatform, Indian business and financial news company. HISTORICAL FINANCIAL PERFORMANCE OF OSISOFT. AVEVA and OSIsoft have a significant shared customer base, which provides synergies in multiple industries, ... (save in respect of OSIsoft) exceptional items. 12. AVEVA and OSIsoft will combine to help customers in industrial and essential organizations accelerate their digital transformational strategies by driving greater efficiencies, lower costs, deeper data-driven insights, sustainability and business resilience. This will deliver the necessary voting majority for the Resolution to pass. The Company will be required to pay a termination fee of $85 million to OSIsoft if the SUPA is terminated due to either: (a) Completion not having occurred by 20 December 2020 as a result of Shareholder approval, antitrust approvals or CFIUS approval not having been obtained or governmental orders having prevented Completion (the "Conditions"), provided that such date will be extended to 31 March 2021, and subsequently to 30 June 2021, where any of the Conditions (other than the Shareholder approval condition) have not been satisfied (without regard being had to the satisfaction or otherwise of the Shareholder approval condition); or (b) a government authority having prohibited the Acquisition by way of a final non-appealable order under an antitrust law or issued by CFIUS, provided that, in either case, at the time of such termination all other conditions to AVEVA's obligations to effect the Acquisition have been satisfied or would have been satisfied at Completion, and OSIsoft has not committed a material breach of the SUPA which was the principal cause of Completion not having occurred and the SUPA being terminated. 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