Acceleration of the “One Claranova” plan to create a digital company entirely focused on SaaS software publishing
Claranova (Euronext Paris: FR0013426004 – CLA or “the Group”), has entered exclusive negotiations with General Atlantic Credit’s Atlantic Park fund and PlanetArt’s Management Team for the potential sale of its PlanetArt division. This potential transaction would value the division at US$160m[1] on a cash-free, debt-free basis (or approximately US$180m of equity value including excess cash and intercompany loans and debts), subject to any final adjustments.
PlanetArt manages a portfolio of websites and mobile applications used by tens of millions of customers around the world into unique personalized products. PlanetArt’s range of solutions includes the FreePrints line of mobile applications, and the Personal Creations, SimplyToImpress, CafePress, Gifts.com and I See Me! brands. On June 30, 2024, PlanetArt’s revenue represented 365 million euros, or 74% of the Group’s revenue, and its EBITDA[2] represented 20 million euros, or 43% of the Group’s EBITDA. Upon completion of a transaction, Roger Bloxberg and Todd Helfstein would become significant shareholders in PlanetArt LLC and continue in their roles as CEO and President, respectively.
This potential transaction remains subject to the completion of satisfactory due diligence, negotiation and execution of definitive agreements, customary closing conditions and regulatory approvals. Closing is targeted in the second quarter of 2025, once all conditions precedent have been met. To support this process and ensure that there are no conflicts of interest, Claranova’s Board of Directors has set up a special committee made up of three independent directors, with authority to, among other things, solicit an expert fairness opinion for this potential sale and submit a recommendation to the Board of Directors. Considering the significance of this transaction for Claranova, the transaction will be submitted to a vote of the Claranova shareholders along with details on how the expected sale proceeds will be allocated.
Towards a pure player in software publishing
This transaction would enable Claranova to focus on its more profitable activities and become a leading pure player in software publishing with a streamlined organizational structure.
Eric Gareau, Chief Executive Officer of Claranova, said: “This transaction is in line with our “One Claranova” strategic plan, as it would improve our profitability ratios and enable us to significantly accelerate our debt reduction. Claranova would thus become an integrated group focused on software publishing and operational excellence. We believe this would speed up our return to profitable growth and open up new development opportunities to create long-term value for our shareholders.”
[1] This amount represents 100% of PlanetArt LLC and does not take into account dilutive elements: the executive officers of PlanetArt LLC, Roger Bloxberg and Todd Helfstein, hold shares in the capital of this company without voting rights and with financial rights, as well as a conversion option conferring to each a right to 10% of the capital of PlanetArt LLC under certain conditions. (FY 2023-2024 URD – Chapter 2 – Note 33). [2] EBITDA (earnings before interest, taxes, depreciation and amortization) is a non-GAAP aggregate used to measure the operating performance of the businesses. It equals Recurring Operating Income before the impact of IFRS 2 (share-based payment expenses), depreciation and amortization, and the IFRS 16 impact on the recognition of leases.