Broadliner Esprinet has entered into a binding agreement to acquire, through its Spanish subsidiary V-Valley Advanced Solutions España SL, 100% of the capital of Lidera Network SL.
Lidera Network is a company incorporated under Spanish law, with a branch in Portugal, which has been active since 1999 in the distribution of software solutions in the Cybersecurity field, drawing on the expertise of its two owner partners and 38 employees.
"The market for cybersecurity solutions and services, already booming due to the increasingly disruptive and unavoidable use of data, the spread of remote working, and the consequent need to increase the protection network, has seen a further acceleration following Russia's invasion of Ukraine. In the future we will see an increase in investment to reduce exposure to the many threats, and to accompany vendors and customers on this path that has become central to companies' strategy, Esprinet in its role as a value-added tech enabler consolidates its position in the southern European IT security market with the acquisition of Lidera. With this operation, which follows the recent Bludis operation in Italy, the specialised skills of Lidera's professionals will strengthen the international team of V-Valley, which in the Esprinet Group is in charge of Solutions business development, presenting itself as a centre of excellence in the cybersecurity field", said Alessandro Cattani, CEO of the Esprinet Group.
Based on the preliminary figures provided, in the financial year 2022 the company realised a turnover of €23m (€22.1m in 2021) with an EBITDA of €0.9m (€0.8m in 2021). Equity as of 31 December 2022 amounted to €5.1m with a net financial position in debt of €0.4m (€4.5m and €2.0m, respectively, as of 31 December 2021).
The acquisition of the share capital of Lidera Network will take place at an estimated countervalue of €5.6m, as it is based on a provisional balance sheet situation and subject to adjustment mechanisms mainly related to the calculation of the actual net equity at the reference date, which will be determined when the conditions precedent are resolved, and to the company's credit position to be verified at pre-established dates until the end of one year from the date of the transaction.
Said adjustment items, as well as the usual guarantees provided for such types of transactions, will be secured by an amount of the Provisional Price paid by V-Valley Advanced Solutions España into an escrow account to be released gradually upon the occurrence of agreed events or the failure of certain events.
At the closing date, which is expected to take place by the end of April, subject to the approval of the Spanish Anti-Trust Authority, the price will be paid by V-Valley Advanced Solutions España using its own available resources or in any case made available by the parent company without the use of third party financing.
Lidera Network, within the Esprinet Group, will be maintained as a separate legal entity. In order to ensure an orderly transition that envisages future synergies increasing the value of the transaction, the governance envisages that in the Board of Directors of the acquired company the previous shareholders, Mr. José Carlos Jimeno Diez and Mr. José Manuel Albiñana, will remain in office for one year with the same functions, respectively, commercial and financial.