Acquisition of Optima Health

January 2022

1

Establishing the UK's largest occupational health compliance platform

Compelling

Financial

Profile

Strong Balance

Sheet

  • Acquisition of Optima Health, the UK leader in technology-enabled corporate health and wellbeing, for a consideration of £135m
  • Deal makes Marlowe UK leader in core Occupational Health market, transforming existing scale in this highly attractive regulated compliance market
  • A major step in the Marlowe vision confirming our position as UK leader in the regulatory compliance software and service arena in line with our Deepen, Broaden, Strengthen & Digitalise growth strategy
  • ~£68m revenues and £11m EBITDA with at least £2m synergies expected in Y1
  • 10%+ EPS accretion in Y1
  • Acquiring from Close Brothers Private Equity (owned since 2015)
  • Management are reinvesting £6m into deal
  • Leverage c.1.5x post-deal with significant headroom
  • Complementing highly cash-generative nature of pro-forma Marlowe Group

2

A TRANSFORMATIONAL COMBINATION WITH COMPELLING STRATEGIC RATIONALE

1

Positions Marlowe as clear #1 in UK Occupational Health market with combined pro-forma revenue of >£91m and >£19m EBITDA(1)

3

Creates a platform of scale for future

growth led by Optima's proven management team who possess a

track record of accelerating organic growth (FY19-FY21 CAGR : 12%) and successful M&A integration

2

Delivers significant shareholder

value: Earnings accretion of 10%+ in

first full year of ownership

4

Builds further scale across highly attractive GRC markets. Including

Optima, Marlowe's GRC division will

have c.£157m revenue and c.£42m

EBITDA(1)

3

Notes: (1) Based on 2021 Optima Outturn, including £2m of synergies to be realised in 12 months post completion.

THE LEADER IN SERVICES AND SOFTWARE WHICH ASSURE REGULATORY COMPLIANCE

A one-stop-shop addressing the full spectrum of business compliance needs

Governance, Risk & Compliance

c.£90m

c.30%

Run rate revenue(1)

EBITDA margin(1)

Route-based delivery & software

Consultancy & software

Governance, Risk & Compliance

Focused on clients' workforce and

organisational compliance

Enterprise Risk

Contractor

Software

Compliance

Compliance

Fire Safety

eLearning

Marlowe's

compliance

Occupational

universe

Water & Air

Health

Quality

HR &

Health & Safety

Employment Law

Testing, Inspection & Certification

c.£245m

c.15%

Run rate revenue

EBITDA margin

Route-based delivery & software

Governance, Risk & Compliance

Focused on the compliance of clients'

business premises

Comprehensive SaaS and service capabilities, driving cross-sell & upsell and

assuring compliance for >50,000 customers

4

Notes: (1) Excluding impact of Optima.

PROVEN TRACK RECORD OF EXECUTING ON STRATEGY

Deepen

Broaden

Strengthen

Accelerating Organic Growth

Track Record of Margin Enhancement

Organic Revenue Growth

8%

(1)

Divisional EBITDA Margin

19%

(%)

(%)

7%

16%

5%

13%

12%

4%

= Actual = Market Consensus(4)

£193m

c.£36m

Capital Deployed in L12M on acquisitions(2)

Run-Rate SaaS Revenue

Digital

Platform of Scale to Drive Further Growth

Total Revenue

336

(£m)

298

185 192

129

(3)

7.6x

Avg. EBITDA Multiple Paid in L12M(2)

5

Notes: (1) After an adjustment for the COVID-19 impact on TIC. (2) Excludes deferred consideration. Measured on latest full-year EBITDA at time of acquisition. (3) Calculated as run rate as of H1'21 including full-year effect of acquisitions since

H1'21. (4) Current market consensus expectations as at 7 January 2022.

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Marlowe plc published this content on 20 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 January 2022 17:37:03 UTC.