Acquisition of Mission Labs Limited

3 March 2021

Gamma Communications plc

Acquisition of Mission Labs Limited ‑ a leading developer of applications to manage cloud contact centres and enhance customer experience

Gamma Communications plc ("Gamma"), a leading technology-based provider of communications services to the business markets in the UK and mainland Europe is pleased to announce that it has acquired the entire issued share capital of Mission Labs Limited ("Mission Labs") on 2 March 2021.

This acquisition gives Gamma additional capabilities in the rapidly evolving markets of Cloud Contact Centre and Cloud Communications

As a key part of Gamma's long-term growth strategy, it has previously stated an ambition to build on its success in the UK UCaaS market by developing complementary products and routes to market.  Mission Labs is a well established UCaaS technology business which has built a reputaton for creating technologically advanced solutions and delivering great service to its customers and partners.  The acquisition of Mission Labs will enable Gamma to enhance and expand its cloud contact centre (CCaaS) technology.  Gartner predicts that by the end of 2025, 57% of the UK's 850,000 contact centre agents will be using a CCaaS solution (today it is 25%).  The acquisition sits alongside Gamma's acquisition of Telsis in November 2019 which resulted in the launch of the fully integrated Horizon Contact Centre on 2 March 2021.  Horizon Contact Centre is a CCaaS product aimed at the SME market.  Gamma is now able to provide solutions for the entire business market in the UK and Europe, ranging from small to large Enterprise customers.

In addition, the acquisition will enable Gamma to accelerate its digital channel strategy.  Mission Labs has a UCaaS technology platform called CircleLoop (www.circleloop.com).  CircleLoop provides a cloud-based telephony product which is fully serviced through web, desktop and mobile applications and aimed at the micro-business market.  This capability will enable Gamma to address a key market opportunity in the UK (and Europe).  Cavell Group estimates that, by the end of 2025, in the UK, 2.7m employees of micro-businesses will be UCaaS users (double today's volume).  The CircleLoop platform will allow Gamma to access that market.  Moreover, Cavell estimates there will be an additional market of 3.5m micro business users of UCaaS in the Netherlands, Spain and Germany (Gamma has existing operations in each of those countries).

Gamma is pleased to be welcoming a talented and experienced team that has succesfully developed and deployed cloud software solutions.  This team will work with Gamma's existing, highly-skilled technology team to develop and deliver an exciting roadmap of UCaaS and CCaaS products.

Acquisition rationale

Gamma has been partnering with Mission Labs over the last 18 months on various projects such as PhoneLine+ which is a replacement product for single line customers; this will launch in H1.  The teams at each business know each other well.  The addition of the Mission Labs team will accelerate Gamma's ability to take advantage of structural changes in the market which are leading to a greater adoption of cloud services.  UCaaS and CCaaS currently have low levels of adoption across all markets, and represent growth opportunities for Gamma.  Moreover, the capabilities being acquired will allow the Group to bring new products and services into those markets.

Mission Labs has built an excellent reputation in the UK Enterprise segment, and when combined with Gamma's indirect and direct sales, service and delivery capabilities, it is believed that this will accelerate growth of CCaaS product sales to both existing and new Enterprise and Public Sector customers in the UK.  This will be extended to Europe over time.  

Mission Labs brings a well established relationship with Amazon Web Services, whereby they have been supporting and augmenting the capabilities of Amazon's contact centre technology with large Enterprise customers since 2017.  It is believed that this will provide further opportunities across the business market.

Consideration

The initial consideration for the entire issued share capital of Mission Labs is £40.2m on a cash free basis with up to an additional £6.0m contingent deferred consideration payable over the next three years assuming certain development milestones are met on the existing and future product set.

The initial consideration was paid in cash from Gamma's existing cash reserves (Gamma had a cash balance of £54m at 31 December 2020).  As part of the transaction, management shareholders (who previously owned 72% of the shares acquired) have agreed to re-invest approximately 10% of their cash proceeds into Gamma shares which will be locked up for three years.  These shares will be issued by Gamma following the announcement of its 2020 full year results on 23 March 2021.  The price will be based on the the average of daily closing price over the 30-day period prior to the release of results.

Mission Labs Financial Performance

For the year ended 31 March 2020, Mission Labs had (unaudited) revenues of £3.4m - revenues are increasing rapidly.  Operating profits (adjusted EBITDA) for the period were £0.4m and at 31 March 2020 the business had net assets of £2.5m (unaudited).

As well as the recurring revenues from the sale of CCaaS and UCaaS products, revenues are also generated from development work undertaken for clients.  Annual run rate revenue at the time of acquisition had grown to approximately £8m (unaudited).  While the acquisition is expected to be accretive from day one, additional investment is planned which is expected to deliver greater growth over time.

The acquisition is not considered a substantial transaction as defined in AIM Rule 12.

Background to Mission Labs

Mission Labs has been providing communications platforms and solutions since 2016.  It offers proprietary contact centre and cloud communications products as well as tailored managed services.

Headquartered in Greater Manchester, Mission Labs employs over 90 people.  An experienced management team is led by the co-founders - Damian Hanson and David Hague.  They will be remaining with the business and leading their team through the next stage of Mission Labs' development.

Andrew Taylor, Gamma's Chief Executive Officer, commented: "The acquisition of Mission Labs is important to Gamma, and provides us with an opportunity to both reinforce and accelerate our UCaaS, CCaaS and Digital technology and product capabilities across the group. This will enable Gamma to realise both current and future growth opportunities and ensure that we continue to successfully execute against both our immediate and long-term commitments. On a personal level, and on behalf of everyone at Gamma, we warmly welcome all of Mission Labs' staff and customers into the Gamma family and we look forward to working with them."

Damian Hanson, Co-founder of Mission Labs, commented:  "We are delighted to become part of the Gamma family and we see this as the next step in the development and continued growth of our business.  We believe that we can combine our products, development and commercial teams with those of Gamma to drive the strategy of the business we have built to the next level.  It is great to have found a partner with similar ethos and forward thinking vision."

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