Quisitive Technology Solutions Inc. (“Quisitive” or the “Company”) (TSXV: QUIS), a premier Microsoft Solutions Provider, signed a definitive agreement on March 22 to acquire all of the issued and outstanding shares (the “Purchased Shares”) of Mazik Global Inc. (“Mazik”), an independent software vendor (ISV) that helps companies deploy Microsoft CRM, Cloud, and ERP solutions to the healthcare, education, and manufacturing industries based in Chicago, Illinois (the “Transaction”). The details of the Transaction are set forth in a definitive share purchase agreement between the Company, a wholly owned subsidiary of the Company, and the shareholders (the “Vendors”) of Mazik, that was negotiated at arm’s length. Completion of the Transaction is subject to a number of standard conditions, including receipt of all regulatory approvals and the acceptance of the TSX Venture Exchange (“TSXV”). The Transaction is expected to close on or about April 1, 2021.
Mazik Global Overview
As an original co-developer of the Microsoft Dynamics platform, CDE (Common Data Model), and other collaborative healthcare initiatives, Mazik has partnered with Microsoft engineering for nearly two decades and creates flexible, extensible artificial intelligence-driven solutions to help organizations reduce costs, enhance collaboration, increase efficiency, and bolster customer relationships. With these capabilities, Mazik has, most notably, developed an exceptionally valuable set of IP that serves the healthcare, education, and manufacturing industries. In particular, Mazik’s health cloud platform, MazikCare, offers a set of robust healthcare-ready business solutions that enhance end-to-end business operations for medical teams and patients. Built on the Microsoft Dynamics platform, MazikCare enables seamless patient care through a unified data platform and a connected front and backend process to help its healthcare customers more effectively and efficiently operate by leveraging the cloud.
More recently, Mazik extended the MazikCare platform to include their VaccineFlow solution to deliver critical, mass COVID-19 vaccination across the world, with 1 million+ vaccinations administered via the platform already. MazikCare VaccineFlow unifies the process of vaccine distribution and solidifies the relationship between providers, patients, and distributors representing a tremendous growth opportunity. 1.5 million users across counties, healthcare facilities, and educational institutions selected Mazik Global to implement the MazikCare VaccineFlow application, as it met all of the CDC (The United States Centers for Disease Control and Prevention) requirements, was deployable within two-four weeks, and required minimal training for users.
Over the trailing twelve months ended December 31, 2020 Mazik generated unaudited revenues of approximately US$10.4 million and unaudited adjusted EBITDA of approximately US$2.1 million, or 20%.
Acquisition Summary and Rationale
- Mazik ISV expertise brings forth IP and incremental business applications services to Quisitive’s cloud solutions portfolio and expands its healthcare footprint into the U.S.
- The acquisition expands Quisitive’s footprint, adding 50 employees and a hub in Chicago, Illinois.
- Complementary and synergistic go-to-market motions and end markets.
- A co-sell partner and contributor to Microsoft in the healthcare space with 30+ years of combined healthcare industry expertise.
- Independent software vendor (ISV) expertise in co-development of Microsoft Dynamics 365.
- Gartner recognition as named Ecosystem Collaborator in COVID-19 and healthcare space.
“The acquisition of Mazik Global provides Quisitive with an incremental set of software and application services that further strengthens our three-cloud solutions value proposition,” said Quisitive CEO Mike Reinhart. “Mazik possesses relevant and robust IP solutions within the healthcare and public sector that will strengthen our industry expertise and help us grow our recurring revneues. More specifically, its latest state-of-the-art ISV solution, VaccineFlow, has been instrumental in accelerating the delivery of vaccines to communities while assisting educational establishments with a seamless back-to-school process. This accretive acquisition adds significant value, as we are able to deepen our market share within the booming healthcare industry. We look forward to the integration of Mazik into the One Quisitive umbrella, as we further differentiate ourselves as one of the leading, premier Microsoft solutions providers in North America.”
Acquisition Terms
The consideration for the Purchased Shares will consist of the following: (i) US$7,000,000 in cash, payable to the Vendors (the “Cash Payment”); and (ii) the issuance to the Vendors of 6,254,020 common shares in the capital of Quisitive (the “Quisitive Shares”). The Quisitive Shares shall be subject to a restriction on sale. No shares may be sold during the six (6) month period following Closing and during each six (6) month period thereafter, no more than twenty-five percent (25%) of the shares received by any Seller may be sold.
The Vendors may also be entitled to additional contingent consideration in the form of a performance earn-out if Mazik achieves certain financial thresholds during the three (3) year period following the closing of the Transaction. The amount of the earn-out is a base maximum of US$6,000,000 payable in cash, plus an additional incentive amount of US$2,000,000 based on exceeding recurring revenue growth targets, payable in cash or Qisitive Shares at the option of the Company. To realize the the full performance earnout Mazik revenue will have grown 110% over 3 years and recurring revenue will have increased 250%.
About Quisitive:
Quisitive (TSXV: QUIS) is a premier, global Microsoft partner that harnesses the Microsoft platform and complementary technologies, including custom solutions and first-party offerings, to generate transformational impact for enterprise customers. Our Cloud Solutions business focuses on helping enterprises move, operate, and innovate in the three Microsoft clouds. Centering on our LedgerPay product suite, our Payments Solutions business leverages the Microsoft Azure cloud to transform the payment processing industry into an entirely new source of customer engagement and consumer value. Quisitive serves clients globally from nine employee hubs across the world. For more information, visit www.quisitive.com and follow @BeQuisitive.
Quisitive Investor Contact
Matt Glover and John Yi
Gateway Investor Relations
[email protected]
949-574-3860
