Atturra Limited (ASX:ATA) exchanged a Share Sale and Purchase Deed to acquire The Somerville Group Pty Ltd for AUD 19.1 million on March 9, 2023. Upfront consideration is AUD 15m in cash and 1,647,059 Atturra shares, with earn-out/post-completion consideration of up to AUD 2.6m in cash subject to Somerville achieving performance hurdles for the FY23 and FY24 financial years. The cash portion of the consideration will be funded from the proceeds of the Placement and Institutional Entitlement Offer in 2022.

The purchase price, including upfront and deferred consideration, is based on a multiple of 7.5 x forecast earnings before interest, tax, depreciation and amortisation (EBITDA) contribution to Atturra in FY24. The transaction is subject to the satisfaction of conditions precedent in the SSPD, including obtaining the change-of-control consents required for Somerville?s material contracts. The transaction is expected to complete on or around March 31, 2023.

The Somerville Acquisition is forecast to be earnings accretive for FY24. Latimer Partners Pty Ltd acted as a financial advisor to The Somerville Group Pty Ltd.