Creates Industry-Leading Data and Analytics Platform for Real Estate Information
TORONTO, ON (April 12, 2011) - Altus Group Limited ("Altus") (TSX:AIF) today announced that it has entered into a merger agreement pursuant to which Altus will acquire Realm Solutions Inc. ("Realm"), owner of ARGUS Software ("ARGUS") for aggregate consideration of US$130 million.
By combining ARGUS’ market-leading real estate software products with its own proprietary data stores, Altus will create a powerful new platform that will offer clients value-added commercial real estate data and analytics.
"With this acquisition Altus will be in a position to deliver a valuable suite of products and services to the commercial real estate sector offering a breadth of insight, understanding and analytics unique in today’s marketplace,” said Gary Yeoman, Chief Executive Officer of Altus. "In addition to the near-term benefits anticipated with the addition of Realm’s significant client base and its sources of recurring revenue, the transaction is expected to accelerate the evolution of Altus’ valued investments in technology and the accumulation of proprietary industry data into a resilient and dynamic growth platform."
The acquisition is expected to:
- Be immediately accretive to adjusted earnings and cash flow by providing Altus with ownership of a global brand leader in real estate software solutions, 4,600 new clients, and access to new sources of recurring revenue - all at a time when ARGUS is entering an accelerated period of growth on the strength of popular new product offerings;
- Further extend Altus’ reach into the U.S. and overseas markets; and,
- Accelerate Altus’ evolution into a global market leader in the provisioning of value-added commercial real estate data and analytics solutions including benchmarking, indices and risk analysis.
“ARGUS is pleased to come together with Altus in a transaction that will offer exciting new value and possibilities to our clients and employees alike,” said Mark Kingston, President and CEO of Realm. “This combination allows us to integrate world class data, analytics, and market intelligence and, in turn, further increase our ability to deliver that value right to our clients’ desktop, increasing transparency and efficiency for the real estate industry.”
As part of the gradual transition of its business model toward an increased emphasis on growth and value creation, Altus also announced that it expects its quarterly dividend to be reduced from $0.30 per common share to $0.15 per common share.
"This is the right transaction at the right time for Altus Group,” continued Yeoman. “With a clear focus on new growth potential, extracting value-added synergies and a determined plan in place to reduce our level of debt, this acquisition positions Altus Group for continued success in existing and new ways for the future.”
For over 25 years, ARGUS has been the leading global provider of software and solutions for analysis and management of commercial real estate investments. ARGUS products are the industry standard and provide a complete solution for managing and growing a commercial real estate portfolio. More than 4,600 of the real estate industry's leading owners, managers, financial institutions, brokerages and REITs, in 45 countries and on five continents use ARGUS solutions to improve the visibility and flow of information throughout their critical business processes. These solutions include asset management, asset valuation, portfolio management, budgeting, forecasting, reporting and lease management. As the leading provider of real estate solutions, ARGUS has unique insight into the needs and wants of its customers and works hard at providing up to date and relevant solutions to its clients. This insight has resulted in a number of new and exciting offerings, including ARGUS Enterprise, which are expected to contribute to strong growth going forward. ARGUS Software generated revenue and adjusted EBITDA1 of US$24.7 million and US$8.6 million, respectively, for the calendar year ended December 31, 2010.
On a pro forma basis, Altus Group would have generated $277.9 million in revenue and $41.6 million in adjusted EBITDA in 20102, assuming the transaction was completed January 1, 2010.
The US$130 million purchase price will be satisfied by US$80 million cash and US$50 million principal amount of 6.0% convertible unsecured subordinated debentures issued by Altus to certain of the shareholders of Realm (the "Debentures"). Altus has received a commitment from its existing lending syndicate to increase the total size of its credit facility to $170 million to fund the cash consideration of the purchase price and transaction expenses. The Debentures will mature in three years following the date of issue on closing of the transaction. The Debentures will be convertible at each holder's option into common shares of Altus at any time prior to maturity at a conversion price of US$14.73 per share. If the Debentures remain outstanding beyond 18 months, under certain circumstances the holders will have an option to convert to Altus common shares at 95% of the 20-day volume weighted average price for the five-day period in advance of such conversion, provided that until the debentures have been outstanding for 24 months, such price is not less than US$13.59. The Debentures may be redeemed, in whole or in part, at any time prior to maturity, at Altus' option, at a price equal to the principal amount plus accrued and unpaid interest.
Following the completion of the acquisition, Altus will also undertake a review of the on-going strategic fit of its various business lines and may elect to divest selected non-strategic operations.
Transaction Terms and Structure
The definitive agreement provides that Realm will merge with a newly formed indirect subsidiary of Altus, with the combined entity surviving as an indirect wholly-owned subsidiary of Altus. The agreement contains customary representations and warranties and covenants of the vendors and Altus and under certain circumstances, the vendors would be entitled to US$5 million if the agreement were to terminate without the merger being effected.
The closing of the merger is subject to the satisfaction of certain conditions, including receipt of required regulatory approvals. Subject to the fulfillment of these conditions, the transaction is expected to close in the second quarter of 2011.
BMO Capital Markets acted as exclusive financial advisor to Altus. Goodmans LLP, Hodgson Russ LLP acted as legal counsel to Altus. Wilkie, Farr & Gallagher LLP acted as legal counsel to Realm.
Conference Call Details
A presentation for the investment community with highlights of the transaction will be available on Altus Group’s website at: altusgrouplimited.com
Altus will host an analyst conference call to discuss the transaction at 10:00 a.m. Eastern Daylight Time on April 12, 2011. Please dial 1-866-226-1793 (toll free) or 416-340-2216 (GTA) to access the call. You will be required to identify yourself and your organization. Please note that journalists will not be permitted to ask questions after those of the analysts at the end of the call. A recording of this call will be made available beginning at 11:30 a.m. EDT. To access the recording, please call 1-800-408-3053 or 905-694-9541 (passcode: 4787323). The recording will also be available at altusgrouplimited.com.
- ARGUS results converted to C$ from US$ at an average 2010 FX rate of C$1.0302/US$
- A non-GAAP measure
About Altus Group Limited
Altus Group is the leading multidisciplinary provider of independent real estate consulting and professional advisory services worldwide. With a staff of over 1,700, Altus Group has a network of over 60 offices in 14 countries worldwide, including Canada, UK, Australia, Asia and the United States. We operate four interrelated Business Units, bringing years of expertise together into one comprehensive platform: Research, Valuation and Advisory; Cost Consulting and Project Management; Realty Tax Consulting and Geomatics services. Altusʹ clients include banks, financial institutions, governments, pension funds, asset and fund managers, developers and landlords and companies engaged in the oil and gas industry.
Forward Looking Statements
Certain statements contained herein may constitute "forward-looking" statements, which involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Altus and its subsidiary entities, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. When used in this press release, such statements use words such as "may", "will", "expect", "believe", "plan", "would", "could" and other similar terminology. These statements are not guarantees of future performance and are subject to numerous risks and uncertainties which could cause actual results to differ materially from the forward-looking statements, including that the transaction may not be effected or that it won’t be effected on the terms contemplated or that the result of the combination will not be as anticipated, as well as those described in Altus' publicly filed documents, including the Annual Information Form (which are available on SEDAR at www.sedar.com). Those risks and uncertainties include: general state of the economy; dependence on oil and gas sector; competition in the industry; ability to attract and retain professionals; interest rate risk; currency risk; credit risk; ability to maintain profitability and manage growth; revenue and cash flow volatility; dependence on Canadian multi-residential market; integration of acquisitions; protection of intellectual property; weather; fixed-price and contingency engagements; performance of obligations / maintenance of client satisfaction; appraisal mandates; customer concentration; restrictions on potential growth; operating risks; risk of future legal proceedings; legislative and regulatory changes; and, insurance limits. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. These statements reflect management's current expectations regarding future events and operating performance and speak only as of the date of this press release. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, Altus cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release and, except in accordance with applicable law, Altus assumes no obligations to update or revise them to reflect new events or circumstances. Additionally, Altus undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of Altus, its financial or operating results, or its securities.
For further information please contact:
Altus Group Limited
VP, Investor Relations and Corporate Communications