Neptune Wellness intends to acquire Datasys for $112M

Neptune Wellness has entered into a non-binding Letter of Intent to acquire Datasys Group and affiliated companies. The non-binding LOI establishes the framework for a potential transaction whereby Neptune would acquire all the outstanding equity of Datasys, subject to diligence, final board approval, shareholder approval and additional terms and conditions. Datasys is a data-marketing company that utilizes artificial intelligence and machine learning to derive intelligence from a large consumer and business data set. Datasys’ clients include leading global corporations such as Microsoft, Ford, Mastercard and Honda. For 2022, Datasys’ unaudited results were $25.2M in revenue and $9.1M in EBITDA. Total potential consideration for the acquisition is $112M in a combination of $20M in cash at closing, $32M in restricted equity based on a pre-closing VWAP of the company’s share price on NASDAQ and restricted until three gradual releases over 10-30 months, a 5-year $31M PIK seller note and an earnout payment ranging from $5M to $22M, subject to Datasys achieving 2024 EBITDA thresholds between $13M and $16M or greater. If the transaction is consummated, the company would continue to operate Datasys’ business as a data, analytics, digital media solutions provider and artificial intelligence technology company with several proprietary data sets, multiple marketing channels and a robust marketing cloud.