Vertoz Limited (NSE: VERTOZ), a leading global MadTech and CloudTech company, has taken a significant strategic leap forward with the announcement of a definitive agreement to acquire 100% of Webimax LLC, a highly reputed and profitable AI-driven marketing automation and digital performance solutions company headquartered in New Jersey, USA. This acquisition is being executed through Vertoz’s wholly owned subsidiary, Vertoz Inc. (USA), and marks a transformative expansion of the company’s global footprint in advanced marketing technology, performance-led digital solutions, and data-driven advertising services.

The acquisition represents a critical milestone in Vertoz’s long-term strategy to deepen its capabilities across the digital marketing value chain, strengthen its US market presence, and integrate high-performance automation with execution excellence. Webimax, a recognized leader in AI-enhanced search intelligence, reputation management, predictive performance systems, and experience-led web engineering, aligns strongly with Vertoz’s mission to build a powerful, end-to-end digital transformation ecosystem for global enterprises.

Strategic Structuring of the Acquisition

Under the terms of the agreement, Vertoz will acquire the business in two tranches. The first tranche constitutes an 80% stake, for which Vertoz will pay USD 5.28 million, including a performance-linked earn-out of up to USD 0.4 million. The remaining 20% will be acquired over the next three years, contingent upon Webimax achieving pre-defined performance milestones. This ensures that the interests of both companies remain closely aligned throughout the integration phase, fostering collaborative growth and operational synergy.

Notably, the entire incumbent management team of Webimax will continue to operate the business following the acquisition, ensuring continuity, stability, and sustained operational excellence. Their long-standing expertise, combined with Vertoz’s robust AI-driven MadTech platforms, will create a potent combination of data-powered automation and execution-driven marketing outcomes for customers worldwide.

A Financially Strong, Non-Dilutive, High-Confidence Acquisition

One of the standout aspects of this acquisition is the financial structure. Vertoz is funding 75% of the consideration through debt provided by a premier Indian government financial institution specializing in international trade financing. The remaining 25% will come from Vertoz’s internal cash flows, reflecting strong financial discipline and operational efficiency.

This is a non-dilutive acquisition, meaning no new equity is being issued. Vertoz’s management has reiterated that this decision reflects their deep confidence in the company’s internal free cash flow generation as well as the strong profitability and cash-rich business model of Webimax. Webimax’s operational efficiency is evident in its debtor days of just one month, signaling a highly efficient cash conversion cycle.

The decision to use debt rather than equity sends a strong signal to the market. It demonstrates the company’s robust financial fundamentals, disciplined capital allocation, and commitment to maximizing shareholder value.

Financial Upside and Impact on Vertoz’s Metrics

The acquisition of Webimax is expected to be immediately accretive to Vertoz’s financials once the closing formalities are completed. Webimax generated approximately USD 12 million (₹100 crore approx.) in revenue during CY24, with an adjusted EBITDA of USD 2.4 million and a PAT of USD 1.8 million.

Given Vertoz’s acquisition of 80% of Webimax, this translates to a significant uplift in the consolidated financials:

• ~₹87 crore increase in annualized revenues

• ~₹17 crore increase in annualized PAT (based on Vertoz’s 80% equity ownership)

With Vertoz’s existing annualized revenues hovering around ₹300 crore and PAT around ₹30 crore, this acquisition represents a meaningful enhancement to the company’s growth trajectory.

Further, Vertoz’s Return on Equity (RoE)—currently around 16%—is expected to increase following the inclusion of Webimax’s financials, creating long-term compounding benefits for shareholders.

Webimax: A High-Performance Digital Marketing and AI Company

Webimax is distinguished in the US digital services landscape for its high-value, AI-enhanced digital marketing offerings. Its solutions span:

• AI-Enhanced Search Intelligence

• Predictive Performance Systems

• Reputation Intelligence & Sentiment Analysis

• Experience-Led Web Engineering

• Automated Lead Discovery & Qualification Engines

• Data-Layer Strategy & Growth Consulting

The company has built a strong brand reputation, reinforced by multiple awards and recognitions. It has received accolades from Business.com, Newsweek, Clutch, and International Business Times—a testament to its leadership in digital reputation management and performance-led marketing.

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