Descartes to acquire Visual Compliance and eCustoms Business

Descartes Systems Group, a company focused on uniting logistics-intensive businesses in commerce, announced that it has signed a definitive agreement to acquire the businesses run by the Management Systems Resources Inc. This group of companies operate under the names “Visual Compliance,” “eCustoms” and “MSR” (collectively, “Visual Compliance”).
Visual Compliance provides software solutions and services to automate customs, trade and fiscal compliance processes, with a focus on denied and restricted party screening processes and export licensing. Visual Compliance is based in Canada and serves over 2,000 customers with over 67,500 subscribers operating in over 100 countries.
Denied/restricted party screening is the review of people, goods, services and/or commodities against comprehensive lists published by governments and international organisations. These identify people, organisations and countries with whom it is illegal or restricted to transact business. In the international trade context, compliance with these sanction lists is actively enforced by governments around the world, with consequences including large fines, revocation of export privileges and/or criminal prosecution. Descartes and Visual Compliance provide data, content and solutions to customers and partners, like SAP and Oracle, to enable comprehensive global trade compliance reviews to be completed.
“The penalties for doing business with sanctioned parties can be far reaching and severe,” said Ken Wood, EVP Product Management at Descartes. “By adding Visual Compliance’s solutions and domain expertise to our existing Descartes MK Data denied parties screening business and Global Logistics Network, we’re in an even stronger position to help our customers navigate the trade compliance landscape while managing the full lifecycle of their shipments.”
“Trade compliance is a critical issue for our Global Logistics Network customers and our United by Design partners. This is especially so in the current environment where trade agreements are being re-negotiated, tariffs and duties are changing at a rapid pace, and sanctions on restricted or denied parties are being increasingly enforced,” said Edward J. Ryan, Descartes’ CEO. “We’ve had tremendous historical success in combining with higher-margin trade data content businesses, like Visual Compliance, to help our partners and customers better manage the increasing complexities of international trade. We’re very excited to add Visual Compliance to the Global Logistics Network and further strengthen the value we can bring to our customers and partners.”
Visual Compliance transaction details Descartes has agreed to acquire Visual Compliance for approximately CAD $330 million (approximately US $250 million), including working capital acquired. The transaction is structured as a combination of asset and share purchases. Descartes will partially satisfy the purchase price by issuing approximately CAD $12 million (approximately US $9 million) in Descartes common shares to individuals receiving proceeds from the transaction including members of management, with the exact number of shares to be determined at closing using the weighted average closing price of Descartes’ shares for a period before the closing date. The balance of the purchase price (approximately CAD $318 million or approximately US $241 million) will be satisfied in cash, primarily drawn from Descartes’ amended and expanded revolving credit facility (described below). The transaction is expected to close in February and is subject to customary closing conditions, including stock exchange approval for the issuance of shares.
Amended and increased revolving credit facility Descartes has amended and increased its existing US $150 million senior secured revolving credit facility. The new amended increased facility, with BMO as sole lead and arranger, consists of a US $350 million revolving operating credit facility to be available for general corporate purposes, including the financing of ongoing working capital needs and acquisitions, including the Visual Compliance transaction. With the approval of the lenders, the credit facility can be further expanded to a total of US $500 million. The credit facility has a five-year maturity with no fixed repayment dates prior to the end of the five-year term ending in January 2024. Borrowings under the credit facility are secured by a first charge over substantially all of Descartes’ assets.