Pluribus Technologies Corp. (TSXV: PLRB) (“Pluribus” or the “Company“), a growing acquiror of small, profitable software companies, today announced that, pursuant to a share purchase agreement dated January 31, 2022 (the “Share Purchase Agreement“), it has acquired (the “Acquisition“) all of the issued and outstanding shares in the capital stock of Veemo, Inc., which is the sole member of, and holder of the entire ownership interest in both Social5, LLC and Social5 Development Group, LLC (collectively, “Social5“).

Founded in 2012, Social5 is profitable technology company that utilizes leading-edge software and content to enable small-to-medium-sized businesses (“SMB’s“) to effectively manage their social media footprint. With a unique combination of proprietary technology and journalism-trained talent, Social5 has grown to serve businesses in hundreds of industry verticals including healthcare, finance, education and real estate. Among its innovations and contributions to the Pluribus portfolio, Social5 has developed a scalable content-distribution platform that leverages artificial intelligence for publication. With an experienced leadership team and sophisticated tools for evaluating and executing online marketing campaigns, Social5 has become a partner of choice for SMB’s looking to strengthen and expand their digital marketing efforts and increase their revenue.

“As we look to replicate our success rolling up companies in the eLearning vertical, Social5 is our second acquisition in the eCommerce vertical and the beginning of a consolidation strategy in that space,” said Richard Adair, Chief Executive Officer of Pluribus Technologies. “The use of social media as a marketing channel has seen explosive growth in recent years and we were attracted by Social5’s proprietary platform, diverse SMB customer base and high volume of recurring revenue. We anticipate there could be a number of cross-selling opportunities within our existing portfolio through the offer of an expanded range of products and services to multiple, complementary customer bases. Following our recent financing and go-public transaction, we remain focused on a small selection of key verticals, acquiring companies that both meet our return criteria and have an opportunity to deliver stable organic growth once we leverage the available synergies across our portfolio.”

The team behind Social5 is a blend of accomplished executives in the eCommerce sector led by Rob Wellman who will remain involved in Social5 post-acquisition to ensure a smooth integration of Social5 into the Pluribus portfolio.

“Over the last decade, we have built something exciting, something disruptive,” said Rob Wellman, Chief Executive Officer of Social5. “With our unique technologies, we have made it possible for small businesses to compete with larger brands at a price point that makes good financial sense. Our team is focused on helping entrepreneurs navigate the increasingly complex world of marketing through the social media channel with a ‘one-stop shop’ solution. Through this acquisition, we can accelerate growth by leveraging the entrepreneurial prowess of the Pluribus leadership team and the cross-selling opportunities that exist within the Pluribus portfolio.”

Acquisition Rationale

  • Social5 has a strong history as a profitable business with an established operational track record;
  • As Pluribus continues to do in the eLearning vertical, this acquisition marks the beginning of a roll up of software companies in the fragmented eCommerce vertical;
  • There are more than 30 million SMB’s in the U.S. alone1;
  • North American digital ad spend is expected to grow by 37.5% in 20212; and
  • Potential cross-selling opportunities with Pluribus’ other eCommerce businesses to multiple customer bases – Social5 is targeting the same SMB customers as POWR Inc. and that provides both companies with a new channel for distribution.

Terms of the Acquisition

Pursuant to the terms of the Share Purchase Agreement, the Company has agreed to pay the current shareholders of Social5 an aggregate of US$3,525,000 in cash less a holdback of US$345,000. In addition, the current Social5 shareholders will be entitled to an earn-out based on the achievement of future performance targets. The price paid for the Acquisition falls within Pluribus’ historical target range for Adjusted EBITDA3 and the Acquisition is expected to be immediately accretive.

3 Adjusted EBITDA is a non-IFRS measure as described in the Non-IFRS Measures section of this news release.