Vertoz Limited, a global AdTech and digital services company, has signed a definitive and binding agreement to acquire Webimax LLC, a US-based AI-driven marketing automation company, through its wholly-owned US subsidiary, Vertoz Inc. The transaction, subject to customary closing conditions, has been disclosed under Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The enterprise value of Webimax has been pegged at US $6.6 million. Vertoz will initially acquire an 80% stake for up to US $5.28 million, comprising a cash consideration of US $4.88 million and a performance-linked earn-out of US $0.4 million payable over three years. The remaining 20% stake will be acquired after three years, contingent upon the achievement of future EBITDA targets by Webimax’s incumbent management. Post completion, Webimax will become a direct subsidiary of Vertoz Inc. and a step-down subsidiary of Vertoz Limited.
Deal financing to be largely debt-funded
The acquisition will be funded 75% through debt from India’s premier government-backed foreign trade financial institution, which supports overseas expansion of Indian companies, while the remaining 25% will be financed through Vertoz’s internal cash flows. The company highlighted that the transaction is non-dilutive for existing shareholders, as no fresh equity issuance is involved.
Vertoz said the debt-backed financing reflects strong lender confidence in the company’s financials, governance standards and long-term global expansion strategy.
Strong financials and immediate accretion
Founded in 2008 and headquartered in New Jersey, Webimax LLC generated revenues of approximately US $12 million in CY24, with an adjusted EBITDA of US $2.4 million and adjusted PAT of around US $1.8 million. The company operates a highly profitable and cash-generative business, with debtor days of about one month.
The acquisition is expected to be immediately accretive to Vertoz’s financials. On a consolidated basis, the addition of Webimax’s 80% revenues is expected to contribute approximately US $9.5 million (around ₹87 crore) to Vertoz’s annual revenues, which currently stand at about ₹300 crore. Management also expects the deal to add nearly ₹17 crore in annualised PAT, compared to Vertoz’s existing annualised profit base of roughly ₹30 crore.
Synergies and RoE uplift
Vertoz expects USD 2–3.5 million (₹16.6–29 crore) in synergies and cost savings over the next 18–30 months, driven by India-based delivery efficiencies, AI-powered process improvements, cross-selling opportunities and shared services.
The use of internal cash and debt funding is also expected to enhance Return on Equity (RoE) post acquisition, with management reiterating its focus on improving shareholder returns.
Strategic rationale
The acquisition strengthens Vertoz’s presence in the North American market and enhances its capabilities in AI-first digital marketing and performance technology. Webimax offers a comprehensive suite of AI-enabled solutions, including AI-enhanced search intelligence, predictive performance systems, reputation intelligence and sentiment analysis, experience-led web engineering, automated lead discovery and data-layer growth consulting.