Healthcare organizations have urgent need to securely modernize their digital infrastructures; Calian acquires Dapasoft to bolster capabilities and address market needs

• Transaction represents Calian’s largest acquisition to date
• Transaction value of up to $83M; $50M at closing represents an EBITDA multiple of 8.0x based trailing performance
• Facilitates Calian’s next chapter of growth and expands its opportunity to further bolster the delivery of its Healthcare, IT Services and Cybersecurity solutions to its clients
• Multiple cross-sell and up-sell opportunities across combined client base
• Increases Calian’s recurring revenue base
• Immediately accretive on an EBITDA and Adjusted Net Income basis

OTTAWA, February 22, 2021 – Calian® Group Ltd., (TSX: CGY) a provider of trusted products and solutions, extends digital healthcare and cybersecurity offerings through the acquisition of Dapasoft Inc, a leading provider of innovative systems integration, cloud lifecycle management and cybersecurity solutions, which enable clients to securely implement digital transformation initiatives. The acquisition adds depth and breadth to Calian’s core capabilities, thereby accelerating its go-to-market strategy in the rapidly growing digital healthcare industry.

“We see demand from organizations of all sizes to modernize their healthcare infrastructure and manage cyber risk and they are looking for a trusted partner in this endeavour.” says Kevin Ford, Calian CEO. “The addition of Dapasoft’s people, products, and services broadens and deepens the digital healthcare offerings of our IT and Cyber Solutions division.”

Michael Lonsway, President of Dapasoft adds, “The acquisition could not come at a more opportune time. Together we can scale to meet accelerated demand for migration to the cloud and virtual care. Our innovative Dapasoft Corolar Virtual Care solution meets the needs of today’s healthcare organizations and their patients, while addressing ever-evolving security and regulatory requirements.”

Dapasoft, a Microsoft Gold Partner, and its wholly owned subsidiary, iSecurity, came together in 2019 to provide full-service cloud lifecycle management and cybersecurity solutions. Their Corolar integration engine has been deployed in over 30 healthcare institutions across Canada, and their proprietary cybersecurity solutions are used by customers in healthcare, financial services and critical infrastructure across North America.

“My co-founder, Kees Pouw, and I are pleased to combine our business with Calian. Leveraging the powerful Calian brand will enable us to offer a greater range of cybersecurity solutions and managed security services to build more and deeper customer relationships,” said Raheel Qureshi, co-founder, iSecurity.

“Dapasoft and iSecurity will enable us to offer a greater range of cloud migration, cybersecurity, and managed security solutions to our entire customer base,” says Sandra Cote, President of Calian IT and Cyber Solutions (ITCS). “Calian has the bench strength to scale Dapasoft and iSecurity offerings to meet customer digital transformation demand.”

The acquisition of Dapasoft and its subsidiary, iSecurity, aligns with two pillars of the Calian growth strategy: Customer Diversification and Innovation. The definitive agreement is valued at up to CDN$83M. Amount paid on closing is $50M, consisting of $43M cash and $7M in Calian shares. Contingent consideration over two years is based on certain EBITDA growth targets ($14.5M payable in cash and $18.5M payable in Calian shares).

The combined entities generated revenues of $27M in their most recent fiscal year, with Gross Margin and EBITDA percentages well above Calian’s consolidated levels. The Company expects this transaction to be immediately EBITDA accretive.

Origin Merchant Partners acted as financial advisor to Dapasoft in connection with the transaction. CIBC Capital Markets acted as financial advisor to Calian in connection with the transaction.

As a result of this acquisition, we have updated and raised our guidance to reflect the impact of Dapasoft for the remaining seven months of our fiscal year. Our guidance also reflects one-time transaction costs associated with the completion of the acquisition.

GUIDANCE

			Low		High
Revenue		$	476,000	$	516,000
Adjusted EBITDA		$	45,000	$	49,000
Adjusted net profit		$	29,350	$	32,650

About Dapasoft and iSecurity

Dapasoft is pioneering the future of healthcare applications and health data interoperability. Headquartered in Toronto, Dapasoft is trusted by North American healthcare providers, payors, and application developers to power their solutions every day, integrating a wide variety of EHR, EMR, and other clinical and analytics systems Dapasoft’s wholly owned subsidiary, iSecurity delivers world-class enterprise solutions that manage cybersecurity risk while addressing unique regulatory requirements and critical infrastructure. Its team is comprised of senior and fully accredited Cybersecurity Advisors (CISSP, CICA, CISM), Enterprise Architects (TOGAF, Zachman, SABSA) along with a 24/7 managed security and incident response services.

About Calian IT and Cyber Solutions

Calian’s IT and Cyber Solutions support customer requirements for subject matter expertise in the delivery of their complex IT solutions. With a primary focus on cloud migration, IT development, support services, SAP consulting and cybersecurity solutions, Calian supports customers at all levels of government and the private sector in the domestic market. Calian Cybersecurity solutions provide public and private sector organizations with the right people, processes and technology to build actionable plans and keep their environments safe and secure.