Shearwater will pay £22.95mln of the consideration in cash with the rest being satisfied in shares. Shearwater, which has a market capitalisation of £44mln, said the deal would be a transformational one for the company. The acquisition is classified as a reverse takeover under AIM’s rules.
Brookcourt has a strong track record of profitable performance and cash generation, Shearwater said.
For the financial year ended 31 March 2017, Brookcourt generated unaudited revenue of £22.2mln and £2.8mln of earnings before interest, tax, depreciation and amortisation (EBITDA).
The company intends to finance the acquisition through a placing of shares to raise between £25mln and £30mln and is also seeking to raise an extra £1mln through an open offer to shareholders.
Trading in the company’s shares has been suspended.
"This transformational acquisition provides us with a substantial platform from which we can grow organically and by further acquisitions,” said David Williams, the chairman of Shearwater.
Brookcourt’s co-founders, Phil Higgins and Dene Stacey, and the Brookcourt team will be staying on to become part of the Shearwater organisation.
"As well as being strategically and operationally a major development for us, this transaction will also bring a step change in our scale and breadth of offering, and notably it will make us cash-flow positive following completion," Williams said.