Thoma Bravo bids $740m for Australia's Nearmap

The private equity firm is offering to acquire all outstanding shares for AUD 2.10 apiece, which represents a 39% premium to the August 12 closing price, according to a filing. Nearmap’s stock rose 25% on August 15 to close at AUD 1.89, a level not seen since November of last year. The company has a market capitalisation of approximately AUD 755m.

The Nearmap board said it first received a proposal from Thoma Bravo in early July and granted the firm non-exclusive due diligence access. This has now been upgraded to an exclusivity period that lasts seven days. Moreover, Nearmap has agreed to pay Thoma Bravo a reimbursement fee of up to USD 3m if no deal materialises within six months or the company accepts a competing offer.

Founded in 2007 in Perth, Nearmap helps users conduct virtual site visits and obtain data-driven insights through instant access to high-resolution aerial imagery, city-scale 3D datasets, and integrated geospatial tools. Insurance providers, government agencies, and roofing contractors are among the major users.

It covers 118 urban areas encompassing 130,100 square kilometres and 90% of Australia’s population. The company launched a capture programme in the US in July 2021 and now covers 1,740 urban areas and more than 80% of the country’s population.

Revenue reached AUD 113.4m for the 12 months ended June 2021, up from AUD 96.7m a year earlier. Over the same period, EBITDA rose from AUD 9.1m to AUD 24.3m and the net loss narrowed from AUD 36.7m to AUD 18.8m. Nearmap claims more than 11,200 subscribers with a 12-month retention rate of 93.1%.

Annual contract value (ACV) stood at AUD 128.2m, with 54-46 split between Australia and New Zealand and North America. A year earlier, t was AUD 106.4m with a 61-39 split. The company has 9,015 subscribers in Australia and New Zealand compared to only 2,240 in North America, but the latter geography boasts a 2.5x higher average revenue per subscriber.

Should the transaction proceed, it would be Thoma Bravo’s second direct acquisition in Australia, following the purchase of workflow management software provider Nintex in 2018. That company also claimed a global business, with 8,000 corporate customers in 90 countries.

Speaking to AVCJ last year, Orlando Bravo, founder and managing partner of Thoma Bravo, noted that the firm has done plenty of add-on acquisitions in Asia but no meaningful platform buyouts. A lack of suitable buyout targets of reasonable size was a barrier to doing more in Asia.

“Have we found a buyout in Asia of USD 3bn-USD 10bn? No, we have not. Have we been all over the market looking for one? No. Maybe we should be. The availability of control is an issue. Asia has been more of a venture and growth equity market,” he said.

Thoma Bravo has approximately USD 114bn in assets under management. In addition to its flagship large-cap buyout funds, the most recent of which had secured commitments in excess of USD 20bn as of May, the firm runs middle-market, lower middle-market, and credit strategies.

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• Topics
• Australasia
• Buyouts
• Technology
• Australia
• enterprise software
• IT services
• Thoma Bravo