LAW firm Blake Dawson has advised intellectual property support services provider RWS Holdings on the acquisition of a partial interest in inovia Holdings.
The client has acquired one-third interest in the provider of web-based international patent filing solutions, and an agreement to acquire the remaining share capital, for a maximum aggregate price of US$31.2 million in September 2013.
Swaab Attorneys advised Inovia on the deal.
The total cash consideration comprises an initial payment of US$5.8 million and deferred consideration for the remaining two-thirds of the issued share capital, which will be calculated according to an agreed earn-out formula, the firm said.
The acquisition is in line with RWS's stated strategy to complement organic growth by deploying its cash resources for selective acquisitions which have demonstrable growth prospects and the capacity to enhance shareholder value.
Headquartered in New York, inovia is the largest non-law firm provider of international patent filing solutions globally. Its patented, web-based technology provides over 1000 law firm and corporate clients with cost effective processing of international patent applications, typically producing cost savings in excess of 30 per cent. From its locations in the US, Australia, Europe and Japan, its patent filing service covers 62 jurisdictions in 84 countries.
inovia's sales for the year ended 30 June 2011 were US$15.1m, an increase of 33.5 per cent over 2010. Its EBITDA remained marginally negative for the financial year but the business is expected to become profitable in the new financial year. As at 30 June 2011, the business had net assets of US$1.5 million. inovia has continued to trade in line with the management team's expectations since the beginning of the current financial year and is significantly ahead of the first two months of the prior year.
Andrew Brode, executive chairman of RWS said: "inovia's excellent proprietary technology platform will add a highly complementary and scaleable service to our existing patent search and translation offering.
"Having initially focused on the US market, we believe that there is considerable opportunity for inovia to also grow in the European and Asian markets and, with the significant cross selling opportunities available across the two businesses, we look forward to assisting in its next stage of development."
inovia was advised on the transaction by Marks Baughan & Co.