Arganto Advises Empact through Solving Efeso International’s Acquisition.

Following its communication of 23 December 2014, Solving Efeso International, an international consultancy firm specialised in strategy and operational excellence positioned in growing markets, announces that it has acquired Empact, a Brussels-based consultancy firm specialised in implementing progressive transformations in the service sector. During this time the team from Arganto, led by Cedric Deiber, operated as exclusive financial advisors to Empact.

Filippo Mantegazza, Chairman of Solving Efeso International, commented, “We are delighted with this acquisition, which is the most significant M&A transaction completed by Solving Efeso International since 2007, and which follows the five successful acquisitions made in recent years. We are pleased to welcome Empact’s employees who share our business model and our culture. Together we will be taking a new structuring step forward in our development to consolidate our distinctive range of services, diversify our client base and expand our geographic footprint.”

Bruno Machiels, co-founder of Empact, said, “We are excited to be joining Solving Efeso International. This transaction is a tremendous opportunity for the development of Empact, a company created in 2004 by four partners and which boasts about 30 consultants, primarily serving a client base of major accounts in the service industry. Whilst Empact already enjoys an enviable position in the Belgian market, this merger opens up new growth prospects.”

The transfer agreement, signed on 3 April 2015, covers the entire share capital and voting rights in Empact. This transaction is partly financed by a €5 million share capital increase in Solving Efeso International (“the Group”) reserved for Empact shareholders, at €2.60 per new share. In addition, earnouts of up to €2.5 million may be paid based on the achievement of targets measured over the financial years ending 31 December 2015 and 31 December 2016. 2 The acquisition price (net of both acquired cash and earnouts) corresponds to 3.6 x average EBITDA for the 2013 and 2014 financial years.

This acquisition will increase the group earnings from the 2015 financial year onwards and will allow the Group to accelerate its growth in both revenue and results. In comparison with the 2014 consolidated results, (i) Empact’s 2014 revenue (€8.2 million) represents 12% of Solving Efeso International’s 2014 consolidated revenue, and (ii) Empact’s 2014 EBITDA (€2.2 million) represents 32% of Solving Efeso International’s 2014 consolidated EBITDA. The Group’s net debt will not increase by more than €5 million, excluding the potential earnouts to be added to the base price, as a result of the acquisition and consolidation of Empact’s balance sheet.