Excite Technology Services Limited announces that it has signed a binding agreement to acquire 100% of the issued capital of CBIT Pty Limited and related entities (collectively, CBIT Digital Forensic Services (CDFS)). The acquisition is subject to successful due diligence and ASX and Excite shareholder approval.
The acquisition strengthens Excite’s position in the incident response and digital forensics space and is intended to expand the company’s capabilities and presence in managed cybersecurity, deep digital forensics, certification training and IT services.
According to data provided, CDFS will have unaudited revenue of A$14 million for the financial year ending June 30, 2024, and normalized EBITDA, adjusted for related party expenses and up-front payments, of approximately A$954,000. The transaction is expected to have an immediate positive impact on Excite’s financial performance.
Under the transaction details, an initial settlement amount of AUD 750,000 will be paid in cash and 100 million fully paid ordinary shares will be issued in Excite, with a further deferred payment of AUD 750,000 to be made by 1 July 2025, unless the sellers have resigned from their positions within the group.
Additionally, the agreement includes a performance-based compensation of up to AUD 2.4 million. This compensation is contingent on CDFS achieving an audited EBITDA of AUD 1.8 million for the 12 months ending June 30, 2025. Pro rata payments will be made if EBITDA does not fall below AUD 1 million. In addition, a performance-based compensation of up to AUD 800,000 will be paid if EBITDA exceeds AUD 1.8 million. This will be calculated in dollars, with 50% paid in shares and 50% paid in cash. The base price of these shares will be the greater of AUD 0.015 per share or the five-day volume weighted average price (VWAP) as at June 30, 2025.
Excite will also enter into a 10-year commercial lease with a CDFS vendor affiliate for a state-of-the-art digital forensics lab and training facility. The facility, which includes a vested interest in the Australian Government, is part of CDFS’ growth strategy and will enhance collaboration with Australian intelligence and law enforcement agencies. The lease is for AUD$578,000 per year, with construction expected to be completed by July 2025.
As part of the transaction, Excite will formalize employment agreements with the CDFS vendors, including market-based pay, short-term incentives and performance rights. A due diligence process will begin immediately and is expected to take four weeks, after which a resolution will be proposed at Excite’s annual general meeting of shareholders. The transaction is expected to close shortly after the meeting, likely in early August 2024.
CDFS CEO Zoran Iliev expressed optimism about the acquisition: “We look forward to joining forces with Excite. This acquisition will significantly strengthen our capabilities, enabling us to deploy our research and development achievements and provide advanced AI-driven cybersecurity defense strategies and incident response. This acquisition will unlock value in providing a more comprehensive and robust support framework to our customers and partners. By deploying a rigorous digital forensic scientific approach, we will continue to ensure that digital assets and infrastructure are secure and resilient against emerging threats,” he said.
Echoing this sentiment, Excite CEO Brian Saba commented, “We are excited to welcome CDFS to the Excite Group. This acquisition strengthens our service offering and positions us as a leader in incident response with unique government capabilities. We look forward to working with Zoran and CDFS to better serve our clients and drive growth. We look forward to working with the talented team at CBIT to achieve our shared goals.”
Once complete, the acquisition is expected to drive revenue accretion, deepen Excite’s relationships with key government and law enforcement agencies in Australia and solidify the company’s position in the digital forensics and cybersecurity sector.