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Pluribus Technologies Corp. Expands in Digital Enablement Vertical through Acquisition of Rowanwood

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Marks Pluribus' Second Acquisition in the Property Asset Management Space

TORONTO, May 30, 2022 /CNW/ - Pluribus Technologies Corp. (TSXV: PLRB) ("Pluribus" or the "Company"), a growing acquiror of small, profitable software companies, today announced that pursuant to a share purchase agreement dated May 30, 2022, the "Share Purchase Agreement") it has acquired (the "Acquisition") all of the issued and outstanding shares of Rowanwood Professional Service Limited ("Rowanwood" or "RPSL").

Based in the United Kingdom, Rowanwood is a provider of housing asset management solutions. The Apex software supports the management and evaluation of maintenance programs by cataloguing an inventory of assets and their condition, tracking investment planning and supplier allocation, and providing financial management and project audit, along with key performance indicator review. RPSL's customers include local authorities and housing associations, predominantly in the UK.

"With our growing portfolio beginning to gain momentum and generate improving performance, and having secured our new credit facilities, we are executing on the same transaction cadence that we delivered in 2021," said Richard Adair, CEO of Pluribus Technologies. "Rowanwood's solution set is highly complementary to that of previously acquired Pluribus portfolio company Assured Software, which specializes in jobsite management tools for construction and restoration. Given the highly adjacent nature of the two solutions, we see opportunities to provide real-time communications between asset managers and their tenants as well as enhanced monitoring and analysis of planned maintenance. This improved functionality is expected to support cross-selling of an expanded suite of advanced solutions on the part of both companies."

"Over the past five years, Rowanwood has redeveloped its asset management technology and, more recently, developed a new product offering to help property organisations meet their carbon net zero challenges by 2030 and beyond," said Andy Rendell, Managing Director of Rowanwood Professional Services Limited. "We are delighted to be joining Pluribus Technologies and believe we can enhance their property asset management vertical and expand the business into new geographies and regions. We firmly believe this is a great opportunity for Rowanwood, our employees and our customers, and will help accelerate our brand recognition in the markets we serve both here in the UK and overseas."

Acquisition Rationale

  • Rowanwood has a long history as a profitable technology business with an established operational track record, including a diverse group of property managing customers across the UK;

  • Further strengthens Pluribus' presence in the digital enablement vertical with a particular focus on the property asset management and contracting space;

  • Highly complementary solution offering to that of existing portfolio company, Assured Software, with numerous potential product synergies and cross-selling opportunities, including overseas;

  • Pluribus' second acquisition in the UK, growing the portfolio's footprint in the country; and

  • Potential to attract additional complementary software solution acquisitions by leveraging growing critical mass in the property asset management space.

Terms of the Acquisition

Pursuant to the terms of the Share Purchase Agreement, the Company will pay RPSL an aggregate of approximately £3.6 million ($5.8 million) in cash, as well as an earn-out based on the achievement of future performance targets by Rowanwood. The price paid for the acquisition falls within Pluribus' historical target range for Adjusted EBITDA1 and the acquisition is expected to be immediately accretive.

1 Adjusted EBITDA is a non-IFRS measure as described in the Non-IFRS Measures section of this news release.

 

Andy Rendell, the Managing Director of Rowanwood, will remain involved in Rowanwood post-acquisition to ensure a smooth integration into the Pluribus portfolio of companies.

About Rowanwood Professional Services Limited

RPSL is the software vendor and owner of the IP to the Apex Asset Management Solution. The Apex software is an all-encompassing and functionally rich housing Asset Management solution designed and developed by Rowanwood to help organizations manage their property portfolio. For more information, please visit: https://www.rowanwood.ltd/.

About Pluribus Technologies Corp.

Pluribus is a technology company that is a value-based acquirer of small, profitable business-to-business technology companies in a range of verticals and industries. Pluribus provides its acquisitions access to experienced sales and marketing resources, strategic partnership opportunities, a diverse portfolio of customers in different geographical markets and enabling technologies to create new revenue streams and provide the opportunity for these companies to grow in their respective markets. For more information, please visit: https://www.pluribustechnologies.com/.

Non-IFRS Measures

The Company uses non-IFRS measures to assess its operating performance. Securities regulations require that companies caution readers that earnings and other measures adjusted to a basis other than IFRS do not have standardized meanings and are unlikely to be comparable to similar measures used by other companies. Accordingly, they should not be considered in isolation. The Company uses Adjusted EBITDA as a measure of operating performance. Management uses Adjusted EBITDA to evaluate operating performance as it excludes amortization of software and intangibles (which is an accounting allocation of the cost of software and intangible assets arising on acquisition), any impact of finance and tax related activities, asset depreciation, foreign exchange gains and losses, other income, restructuring and transition costs primarily related to acquisitions and other one-time non-recurring transactions.

Forward-Looking Information

Certain information in this press release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking information in this press release includes, but is not limited to, statements with respect to the business plans of the Company, including the successful completion and pace of future acquisitions, the Company management's expectation on the growth, profitability and performance of its current and future acquisitions, TSXV approval of the Acquisition, RPSL's continued growth and profitability, Andy Rendell engagement by RPSL following the closing of the Acquisition, the anticipated synergies between RPSL and the Company, the Company's ability to continue acquiring business-to-business software companies at reasonable prices and the Company's ability to grow its portfolio companies into significant organizations. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "potential", "believe", "intend" or negatives of these terms and similar expressions.

Forward-looking statements are based on certain assumptions, including  the Company's ability to complete acquisitions on favourable terms; the Company's ability to manage a complex portfolio of companies effectively; the Company's ability to scale its management team to support a rapid pace of growth; the Company's ability to raise sufficient financing to continue the pace of its acquisition strategy; the Company's ability to maintain its rapid pace of growth. Other assumptions include industry trends, the availability of growth opportunities, and general business, economic, competitive, political, regulatory and social uncertainties will not prevent the Company from conducting its business. While the Company considers these assumptions to be reasonable based on information currently available, they are inherently subject to significant business, economic and competitive uncertainties and contingencies and they may prove to be incorrect. Forward-looking information speaks only to such assumptions as of the date of this release.

Forward-looking statements also necessarily involve known and unknown risks, including without limitation, risks associated with general economic conditions, including the COVID-19 pandemic, adverse industry events, marketing costs, loss of markets, future legislative and regulatory developments, the inability to access sufficient capital on favourable terms, the Company's limited operating history; ability to complete favourable acquisitions; the software industry in Canada and internationally, income tax and regulatory matters, the ability of the Company to execute its business strategies, including the ability manage a complex portfolio of companies effectively, competition, currency and interest rate fluctuations, and other risks.

Readers are cautioned that the foregoing is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ from those anticipated. Forward-looking statements are not guarantees of future performance. The purpose of forward-looking information is to provide the reader with a description of management's expectations, and such forward-looking information may not be appropriate for any other purpose. Except as required by law, the Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

Contact:
Craig Armitage
LodeRock Advisors
investors@pluribustechnologies.com
+1 (416) 347-8954

Richard Adair
Chief Executive Officer
Pluribus Technologies Corp.
1 (800) 851-9383

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SOURCE Pluribus Technologies Corp.

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