archTIS acquires global information protection business Nucleus Cyber

This acquisition will see the formation of a global, geographically diverse cybersecurity company that supports archTIS's strategy of becoming one of the world's premier provider of policy enforced access control platforms for securing and sharing digital information.

Nucleus Cyber and archTIS have entered into a binding term sheet which sets out the key terms upon which the acquisition is expected to be completed. Under the terms of the agreement, archTIS will acquire a 100 per cent interest in Nucleus Cyber in exchange for:

Initial consideration of $6.25 million, payable in archTIS shares (subject to standard closing adjustments); plus
Up to $3.5 million deferred consideration payable in archTIS shares upon reaching certain defined revenue and corporate milestones.
The acquisition is highly strategic and transformational for archTIS. Through this acquisition, archTIS gains an immediate presence in the key North American market, as well as access to the Microsoft business product suite.

The new combined product offering creates increased revenue diversity, greater recurring revenues, and a platform for accelerated growth.

Utilising a scrip swap deal, archTIS remains in a strong cash position with circa $4 million cash at hand plus a further $1 million cash proceeds expected from exercise of expiring options by July 2021.

Key Nucleus Cyber team members will join the archTIS senior executive team, significantly enhancing our North American and Microsoft product suite expertise.

Daniel Lai, archTIS CEO, said, “This acquisition is transformative for archTIS. The acquisition of Nucleus Cyber expands our offering into the Microsoft business product suite and opens up new global sales and distribution channels and provides significant new revenue streams to the business.”

The Nucleus Cyber business and team is well known to archTIS due to previous partnering agreements and represent a close cultural fit for our business. All key senior executives from Nucleus Cyber have agreed to join archTIS’ senior management team, significantly enhancing our North American and Microsoft product suite expertise.

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“This forms a critical component of our global strategy of being the world’s premier provider of policy enforced access control platforms for securing and sharing digital information. We have known and worked with the Nucleus Cyber team for an extended period, and we look forward to welcoming them to the archTIS business and continuing to facilitate secure collaboration and information protection for our clients,” Lai added.

The company recently completed its first Nuclear Cyber licence sale to 12th Level; demonstrating the benefit the acquisition will provide to accelerate cross-sales.

Kurt Mueffelmann, Nucleus Cyber CEO, expanded on the comments of Lai, saying, “We are excited to be joining archTIS. Nucleus Cyber and archTIS teams share a long relationship and common technology approach of using Attribute Based Access Control (ABAC) in securing sensitive information. Secure information sharing across enterprise and government is an ongoing problem, exacerbated by the exponential increase in remote work and the use of Microsoft’s collaboration tools that have been fuelled by the pandemic.

“The combination of archTIS and Nucleus Cyber technologies and talent ensures we are at the forefront of providing market-leading information security solutions. I look forward to joining archTIS as its chief operating officer and continuing to accelerate our growth.”

Completion of the transaction remains subject to standard documentation and is expected to close before the end of calendar year 2020.

ArchTIS is an award-winning, global technology company focused on protecting sensitive information. Leveraging its strong pedigree with government and Defence, the company has developed industry-leading information security platforms for sharing and collaborating on sensitive or classified information.

Nucleus Cyber is headquartered in Boston, Massachusetts, with a development office in Melbourne. The company generates revenue from its high-margin annual subscription-based software platform, with high-quality enterprise clients that have a historically strong customer retention.

Nucleus Cyber provides advanced information protection solutions that prevent data loss and protect against insider threats across the Microsoft software suite. Microsoft is the world’s largest supplier of digital collaboration products to government, enterprise and SMEs including 115 million daily Teams users, and the Nucleus Cyber technology solutions operate seamlessly in conjunction with these products.

For example, the company’s NC Protect solution provides a simpler, faster and cheaper solution to tailor information protection for file sharing, messaging and chat across collaboration tools.

For mid-size to large enterprises and regulated industries, it protects business-critical content in cloud collaboration tools Microsoft Office 365 – SharePoint, Teams, OneDrive, Exchange, and Yammer, plus Dropbox, Nutanix Files and Windows file shares.

Nucleus Cyber has high quality customers in a wide range of industries across government and defence, financial services, healthcare, pharmaceuticals, energy and manufacturing including: Corning, State Street Bank, the Australian Department of Health, the Australian Department of Defence, and Care First.

Of material note, Nucleus Cyber has recently entered into a co-sell agreement with Microsoft. This means Microsoft will actively promote and sell Nucleus Cyber’s Protect product throughout the Microsoft field sales and channel resellers.

This agreement has just commenced in the US and is intended to expand globally through the Microsoft Start-up program. As a result, archTIS expects significant growth in this revenue stream from 2021.