Management Board of IMS S.A. (the “Issuer”) announces that on 13 July this year, an investment agreement (the “Agreement”) was signed concerning the acquisition of a controlling stake of 75.3 per cent in Digitall Concept Sp. z o.o., with its registered office in Kraków (“DC”), which operates in the digital signage sector. The parties to the Agreement are:
IMS S.A. and Revo DOOH Sp. z o.o. (the acquiring entity, in which IMS S.A. held 100 per cent of the shares prior to the signing of the Agreement);
– three family foundations in the process of being established, which held 100 per cent of DC’s shares prior to the signing of the Agreement;
– three individuals who are the founders of the aforementioned foundations (the founders);
– Digitall Concept Sp. z o.o., with its registered office in Kraków (the acquired entity).
DC is a rapidly growing company that has been operating in the Digital Signage (“DS”) sector for several years. It provides high-quality solutions to retail and service outlets across Europe.
The acquisition of DC is a very significant step for the Issuer’s Capital Group, aimed at consolidating the Digital Signage market. DC is not only a rapidly growing, highly profitable entity, but the acquisition also offers a great deal of synergy. Thanks to the acquisition of DC and the subsequent addition of further shopping centres and other Digital Signage locations, advertising reach and opportunities for selling DS advertising services will increase significantly. This will enable us to consolidate or even improve upon the third position we currently hold in the DOOH category in Poland (Gemius Mediapanel survey from April this year – 3rd place and 32.1% reach). One of DC’s major clients is the Italian group Luxottica, for which DC supplies products and services in over a dozen European countries. Luxottica is the world’s largest company in the optical sector, with nearly 20,000 stores. The partnership with this company, which has a vast number of retail and service outlets (as well as collaborations with several other major DC clients), presents the IMS Capital Group with significant opportunities to launch subscription-based audio and scent marketing services on a broad, international scale. The acquisition of DC brings the IMS Capital Group much closer to achieving one of its strategic objectives, namely to generate PLN 90–100 million in consolidated revenue by 2027.
Selected financial data for Digitall Concept Sp. z o.o. (prepared in accordance with the Accounting Act, not audited) for the last two completed balance sheet years, i.e. 2025 and 2024, are as follows:
2025 |
| |
Income: PLN 12,372 k |
EBIT PLN 1,704 k |
EBITDA PLN 1,706 k |
Net profit PLN 1,447 k |
| |
Short-term receivables PLN 3,722 k |
Cash PLN 1,076 k |
Inventories PLN 237 k |
Share capital PLN 1,826 k |
Liabilities and provisions for liabilities PLN 3,370 k |
| |
2024 |
| |
Income: PLN 8,281 k |
EBIT PLN 780 k |
EBITDA PLN 780 k |
Net profit PLN 741 k |
| |
Short-term receivables PLN 3,467 k |
Cash PLN 955 k |
Inventories PLN 188 k |
Share capital PLN 1,278 k |
Liabilities and provisions for liabilities PLN 3,347 k |
The acquisition of a controlling stake in DC is taking place under an earn-out arrangement. A very significant portion of the payment to the existing owners of 100% of DC’s shares will depend on the profits that DC generates for the IMS Capital Group in the coming years. As at the acquisition date, Revo DOOH paid a total of 2,900 k PLN (with DC’s cash surplus in its accounts exceeding its financial liabilities by 962 k PLN), and new Revo DOOH shares were issued to the existing owners of DC, representing 10% of the pre-money share capital (9.1% post-issue) as part of an increase in Revo’s share capital. In October this year, an additional cash settlement will take place, whereby the purchase price will be adjusted (upwards or downwards), depending on the collection of DC’s trade receivables shown on DC’s balance sheet as at the acquisition date in relation to DC’s trade payables as at the acquisition date. The estimated additional payment to DC’s existing owners (or the return of cash by them to Revo DOOH) is within the range of +/- 500 k PLN Subsequent payments to the former owners of DC will be made by the end of September in 2027, 2028, 2029, 2030 and 2031 respectively, and will amount to:
– in 2027 – 25 per cent of DC’s net profit generated during the period 13 July 2026 – 31 December 2026, to be distributed in total amongst DC’s existing owners;
– in 2028 – the total payment to be divided amongst the current owners of DC will amount to 1,600 k PLN if DC’s net profit for 2027 amounts to at least 800 k PLN and 8,200 k PLN if DC’s net profit for 2027 amounts to at least 4,100 k PLN
– in 2029, 2030 and 2031 – 25% of DC’s net profit generated in 2028, 2029 and 2030 respectively, in total, to be distributed amongst DC’s existing owners.
Net profit means net profit calculated in accordance with IFRS. Revo DOOH guarantees these payments, for as long as it holds a controlling stake in Revo DOOH, up to an amount of 6,000 k PLN IMS S.A. The three individuals who are the founders (founding members) of the foundations—which were the 100% owners of DC—and who have hitherto held positions on the management board, are guaranteed a seat on the management board for a period of 5–7 years from the signing of the Agreement. The Issuer has the right to appoint a majority of the management board at DC. Each of the aforementioned individuals also signed a non-competition agreement on the date the Agreement was signed. This agreement provides for a non-competition period of 5 years from the date on which the relevant partner ceases their cooperation with the IMS Capital Group, and imposes heavy penalties for breaching it.
The Agreement also includes, amongst other things, future corporate governance rules for DC, remuneration rules for members of DC’s management board, customary transaction rights (including anti-dilution, tag-along, drag-along, pre-emption rights, call options and put options), representations and warranties, and contractual penalties that are appropriate and determined on market terms for this type of transaction. The agreement comes into force upon its conclusion and remains binding on a party to the agreement for as long as that party holds any shares in DC or, as the case may be, in Revo DOOH (whichever of the aforementioned periods of shareholding is longer shall apply).
The public disclosure of confidential information regarding the signing of the “Framework Terms of the Transaction (Term Sheet)”, i.e. the document setting out the preliminary terms of the acquisition of Digitall Concept Sp. z o.o., was delayed by the Issuer on 22 May 2026 pursuant to Article 17(4) of the MAR.
