Perficient Reaches Definitive Agreement To Buy Zeon Solutions For ~$35.7M In Cash And Stock

Perficient, Inc.

(“Perficient”), a leading information technology and management consulting firm serving Global 2000 and other large enterprise customers throughout North America, today announced it has entered into a purchase agreement to acquire the assets of Zeon Solutions Incorporated and its subsidiary, Grand River Interactive LLC, and an Indian affiliate (collectively, “Zeon Solutions”), a $23 million annual services revenue business and IT consulting firm specializing in the development, implementation, integration and support of e-commerce solutions. Perficient's current annualized revenues are now approaching $500 million, and the acquisition is expected to be accretive to adjusted earnings per share. “We are excited to broaden and deepen our commerce expertise with the innovative capabilities Zeon Solutions brings to Perficient,” said Jeffrey Davis, Perficient's chief executive officer and president. “Additionally, their formidable reputation, customer-centric mentality, strong client roster and demonstrated propensity to consistently grow revenues and profitability ensure a strong cultural fit and compelling opportunities for accelerated growth moving forward.” “Today's leading enterprises optimize their customers' online commerce experiences and drive volume by leveraging sophisticated digital marketing and search engine optimization techniques, along with outstanding user experiences. Zeon Solutions has been well-positioned and succeeding in this dynamic space for many years,” said Ed Hoffman, Perficient's vice president of digital experience solutions. “As one of the largest independent Insite Commerce and Magento consultancies in North America, Zeon Solutions' services extend Perficient's existing commerce capabilities and enable us to deliver an even broader array of solutions to clients.” The acquisition of Zeon Solutions: * Enhances and expands Perficient's e-commerce, content management, product information management, mobile and digital marketing services and solution expertise; * Increases Perficient's geographic footprint, adding U.S. market locations in Milwaukee and Ann Arbor as well as an off-shore delivery center in Nagpur, India; * Adds nearly 400 consulting, technology, sales and support professionals; and * Adds client relationships with enterprise customers including BSN Sports, Hickory Farms, HoMedics, Jordan's Furniture, Steelcase, Walter Kidde, Woodstream Corp., and many others. Zeon Solutions Chief Executive Officer Rupesh Agrawal joins Perficient in a key leadership role. “Perficient's commitment to, and reputation for, delivering excellence is highly regarded across many industries and technology platforms,” said Agrawal. “We are thrilled to join the Perficient team and work to grow and realize success for our customers in new and exciting ways.” The parties are targeting a closing in early January 2015, subject to customary closing conditions. Total consideration to be paid at closing will be approximately $35.7 million, consisting of approximately $22.3 million in cash and approximately $13.4 million in Perficient common stock (based on the average closing price of Perficient's common stock on the NASDAQ Global Select Market for the 30 trading days immediately preceding the closing date per the terms of the purchase agreement). The purchase price is subject to a net working capital adjustment and earnings-based contingent consideration of up to approximately $2.8 million, payable in cash and Perficient common stock. Randy Grigg, managing partner of Ridgecrest Advisors, advised Perficient on the transaction in his capacity as a registered investment banking agent of M&A Securities Group, Inc.