Integrity acquires Jyris with shares to double in size

Integrity Holdings, the Dublin-based computer software group, has been doubled in size following the acquisition of Jyris, a …

Integrity Holdings, the Dublin-based computer software group, has been doubled in size following the acquisition of Jyris, a British software services company, for $132 million (€129 million).

Jyris has been purchased through the issue of 15.8 million new ordinary Integrity shares. The shares rose $1 to $8 3/8 on Nasdaq following the announcement.

Integrity, which has been growing rapidly by acquisition, has started negotiations with an even larger software company in Europe. Negotiations were at a preliminary stage, said Integrity's chief financial officer Mr Paul Carroll.

Integrity has also announced the acquisition of Computer Foundations, based in Colchester, England, for $3 million payable in cash and shares. It generated revenue of $3.3 million in the past year.

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The acquisition of Jyris, Integrity said, was in line with its strategy to develop a globally based information technology group.

It has a listing on the Nasdaq Over The Counter market but the acquisition will accelerate its plans to move to the main market over the next 12 months.

The acquisition, said Mr Carroll, would give it the critical mass to move forward.

The terms, he added, were "very positive" and would boost earnings by about 20 per cent. The target earnings for the fourth quarter were 4.6 US cents per share but this should rise to six cents in the enlarged group.

Integrity said the merger would double the company's revenue and earnings and "is expected to yield a turnover of $85.5 million in the year to the end of December, 2000".

Jyris, with headquarters in Buckinghamshire, employs 400 people, with 100 of these in Dublin. This compares with Integrity's 220. Jyris has 10 operations - six in Britain, two in South Africa and two in Ireland.

Revenue in the third quarter of 1999 amounted to $21.7 million, with profit before tax and goodwill of $1.8 million. Integrity, over the same period, generated revenue of $25.9 million and profit before tax and goodwill of $3.2 million.

Jyris has a corporate base of 2,300 under contract paying over $7.5 million per annum. Through its subsidiary, Total Assets, it has access to more than 7,000 British outlets.

It was formed in 1998 when the management acquired IBIS from American Stock Exchange listed SVI Systems. The management team owned about 65 per cent.

In the enlarged group, the combined management team of Jyris and Integrity will own some 55 per cent. Softline will own 15 per cent.

Mr Barry Schechter, chief executive of SVI, fellow SVI director Mr Don Radcliff, and Softline chief executive officer Mr Ivan Epstein will become non-executive directors of Integrity.

Mr Peter Nagle, chief executive of Jyris, will replace Mr Paul Nagle as chief executive. The latter will become chief operations officer.

Established in 1998, Integrity has since acquired Datasoft, Premier Computer and the business of the Internet solutions provider, Net.Results.