To Advance Environmental Resilience by
“Deepening” Infrastructure Digital Twins!
Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure
engineering software company, today announced that it has entered
into a definitive agreement with investors led by Accel-KKR to
acquire Seequent—a leader in software for geological and
geophysical modeling, geotechnical stability, and cloud services
for geodata management, visibility, and collaboration—for $900
million in cash, subject to adjustment, plus 3,141,361 BSY Class B
shares. The acquisition of Seequent is expected to initially add
approximately 10% to each of Bentley Systems’ key financial metrics
(ARR, annual revenue, and EBITDA) and is expected to be measurably
accretive to Bentley’s organic growth rate. Most significantly, the
combination will deepen the potential of infrastructure digital
twins to help understand and mitigate environmental risks,
advancing resilience and sustainability.
The acquisition is subject to customary closing conditions and
regulatory approvals, including New Zealand Overseas Investment Act
consent as well as clearance under the Hart-Scott-Rodino Antitrust
Improvements Act. Upon closing, Seequent will operate as a
stand-alone Bentley subsidiary, with Seequent’s current Chief
Operating Officer Graham Grant, succeeding its retiring CEO Shaun
Maloney, reporting to Bentley’s Chief Product Officer Nicholas
Cumins.
Seequent, founded and headquartered in Christchurch, New
Zealand, has more than 430 colleagues in 16 office locations,
serving geologists, hydrogeologists, geophysicists, geotechnical
engineers, and civil engineers in over 100 countries, and the
world’s top mining companies. Its established presence in
mineral-intensive geographies such as South America and southern
Africa is expected to accelerate Bentley’s overall opportunities in
these regions with significant infrastructure requirements. In
turn, Bentley’s established presence in China, and its mainstay
reach across civil engineering sectors, is expected to accelerate
Seequent’s expansion in new markets.
Subsurface conditions comprise the “infrastructure of our
infrastructure” and literally underlie the earth’s major
environmental risks. Bentley’s current offerings enable digital
twins to incorporate what’s constructed “near surface,” including
foundations, drainage facilities, buried utilities, tunnels, and
subsea structures. The addition of Seequent will now make it
possible for infrastructure digital twins to reach full subsurface
depths, augmenting environmental resilience against flood, seismic,
climate, and water security threats.
Seequent first applied implicit modeling technology to
geological science more than 15 years ago, using mathematical tools
to derive and visualize 3D geological models from measured data and
user interpretation. This software advancement caused a
“leapfrogging” paradigm shift in the understanding of the earth’s
subsurface and has been increasingly adopted by geoscientists and
researchers around the world to uncover and visualize valuable
insights about environmental conditions and challenges.
Seequent’s products include Leapfrog, its leading product for 3D
geological modeling and visualization, Geosoft for 3D earth
modeling and geoscience data management, and GeoStudio for
geotechnical slope stability and deformation modeling. Bentley’s
complementary geotechnical engineering software portfolio,
including PLAXIS, gINT, and OpenGround, will be integrated in due
course to support open digital workflows from borehole and
drillhole data to geological models and geotechnical analysis
applications.
The mining industry, with its economic sensitivity and
environmental responsibilities, was the first and fastest to adopt
3D earth modeling, superseding traditional 2D processes to speed
and improve decision cycles. A mine is at once a never-ending and
continuously changing infrastructure construction project, and a
valuable and environmentally critical infrastructure asset.
Seequent recognized the potential, for ALL major infrastructure
engineering projects and assets, to likewise “leapfrog” traditional
2D subsurface modeling and simulation processes. Leapfrog’s usage,
often in conjunction with Bentley’s software offerings, has been
growing consistently in civil infrastructure sectors.
The integration of Bentley’s and Seequent’s solutions, for
deeper infrastructure digital twins, can contribute a multiplied
“ESG handprint” to improve the world’s environment while improving
the world’s economies. While Seequent’s products aren’t appreciably
used in oil and gas exploration or production—which is served by
its own dedicated industry of specialized geophysical
software—imperatives for energy transition present new
opportunities, even beyond the expansion of mining to produce the
materials needed for widespread electrification. Seequent is a
leader in 3D modeling for geothermal energy sources, and its
software and cloud services provide the important geosciences
context for water resources simulations and environmental
engineering.
Bentley’s CEO Greg Bentley said, “We can be very confident about
Seequent’s contribution to our shared future not only because of
our product synergies, but because we recognize in Seequent’s
trajectory an echo of the playbook that made Bentley Systems
successful—except they have grown faster! They have made farsighted
decisions to benefit the future at every stage: identifying and
then laser-focusing on the 3D “vertical” opportunity in earth
modeling, institutionalizing a subscription commercial model from
the outset, directly populating the appropriate global markets,
acquiring and consolidating the best software for adjacent
disciplines, and bringing it all together with cloud services,
ready for digital twins advancement together. I can think of no
greater compliment than our determination to leave intact Seequent,
as a Bentley Company, entrusting its management with greater
responsibilities to continue their dynamic momentum. I congratulate
retiring CEO Shaun Maloney on the quality of the business and the
team he has developed, and we will warmly welcome his established
successor Graham Grant, and all Seequent colleagues, to our shared
values and endeavors in advancing infrastructure.”
Tom Barnds, co-managing partner at Accel-KKR and Seequent board
member, said, “We had been looking forward to Seequent’s IPO this
year, but we are so convinced of the logic of this combination that
we are glad to anticipate instead becoming BSY shareholders. The
Seequent board congratulates and thanks Shaun Maloney for his long
service and remarkably consistent success in growing this great
business, its great management team, and this great outcome for
Seequent investors and colleagues.”
Shaun Maloney, chief executive officer of Seequent, said, “By
‘leapfrogging ahead’ with Bentley to align geosciences with
infrastructure engineering through deeper digital twins, Seequent
underscores our conviction that better understanding of the earth
creates a better world for all. Users and accounts of Seequent, as
a Bentley Company, can expect business as usual, with many product
and commercial synergies eventually forthcoming. For my Seequent
colleagues, I am confident that the future is in safe hands with
like-minded Bentley Systems and our COO Graham Grant, so this
presents a timely moment for me to announce my planned retirement.
For all, our new larger scope presents a great opportunity for
shared advancement.”
Bentley’s CFO David Hollister said, “The transaction is expected
to close in Q2, with the cash consideration settled via a
combination of cash on hand and availability under our undrawn $850
million revolving credit facility. We expect Seequent to contribute
in excess of $80 million to our ARR during this year. Seequent
impressively has a historical and current organic revenue growth
rate which, coupled with an operating margin profile similar to
ours, makes Seequent accretive to our financial model. Our
financing of this transaction is facilitated by having issued,
earlier this year, $690 million in convertible debt, due 2026. Our
deleveraging target—to reduce our total net leverage multiple of
Adjusted EBITDA from under 4.0x post-closing, to about 2.5x over
the next two years—could be accelerated by any future equity
offerings.”
Advisors
BofA Securities is serving as financial advisor, and Simpson
Thacher & Bartlett LLP and Bell Gully are acting as legal
counsel, to Bentley Systems. Goldman Sachs is serving as financial
advisor and DLA Piper is acting as legal counsel to Seequent.
Conference Call
A call for investors will be held on Friday, March 12, 2021 at
8:30 a.m. Eastern Standard Time. To register for the investor call,
click this link:
https://zoom.us/webinar/register/WN_TN6D4dUVTcWAIVlsqxDmkw
Click here to view a 90-second video about Seequent.
About Seequent
Seequent is a world leader in the development of 3D geological
modelling and visual data software for understanding subsurface
geoscience and engineering design solutions.
Our solutions enable people to analyze complex data, manage risk
and ultimately make better decisions about earth, environment, and
energy challenges.
Seequent software is used on large-scale projects globally,
including road and rail tunnel construction, groundwater detection
and management, geothermal exploration, subsea infrastructure
mapping, resource evaluation and subterranean storage of spent
nuclear fuel.
Seequent’s global footprint includes its Christchurch-based HQ
and R&D center, and a network of offices across Asia/Pacific,
Africa, South America, North America and Europe servicing blue chip
companies and customers with leading subsurface solutions in over
100 countries.
https://www.seequent.com
About Bentley Systems Bentley Systems (Nasdaq: BSY) is
the infrastructure engineering software company. We provide
innovative software to advance the world’s infrastructure –
sustaining both the global economy and environment. Our
industry-leading software solutions are used by professionals, and
organizations of every size, for the design, construction, and
operations of roads and bridges, rail and transit, water and
wastewater, public works and utilities, buildings and campuses, and
industrial facilities. Our offerings include MicroStation-based
applications for modeling and simulation, ProjectWise for project
delivery, AssetWise for asset and network performance, and the
iTwin platform for infrastructure digital twins. Bentley Systems
employs more than 4,000 colleagues and generates annualized
revenues of more than $800 million in 172 countries.
www.bentley.com
Forward-Looking Statements This press release contains
forward-looking statements that involve risks and uncertainties,
including statements regarding: the planned acquisition of Seequent
and the timing thereof, the impact of the acquisition on Bentley’s
financial condition and results of operations and the products,
services and business relationships of each of Bentley and
Seequent.
Any statements made in this press release that are not
statements of historical fact, including statements about our
beliefs and expectations, are forward-looking statements and should
be evaluated as such. Forward-looking statements are based on
Bentley Systems management’s beliefs, as well as assumptions made
by, and information currently available to, them. Because such
statements are based on expectations as to future events and are
not statements of fact, actual results may differ materially from
those projected. Factors that could cause actual results to differ
materially include the following: Bentley’s ability to successfully
integrate or operate Seequent’s business; any costs or delays
attributable to obtaining required regulatory approvals for the
acquisition; costs related to the acquisition; adverse changes in
the capital markets environment and Bentley’s ability to access
additional financing on terms acceptable to it or at all; changes
in Seequent’s customer base or geographic footprint; failure to
retain personnel necessary for the operation or integration of
Seequent’s business; changes in the industries in which Seequent’s
customers operate; the competitive environment in which both
Bentley and Seequent operate and competitive responses to the
acquisition; Bentley and Seequent’s ability to innovate, develop
new products or modify existing products; general economic, market
and business conditions; unanticipated impact of accounting for
acquisitions; and the ability to satisfy the conditions to the
completion of the acquisition on the anticipated schedule, or at
all.
Further information on factors which may cause actual results to
differ materially from current expectations include, but are not
limited, those described under the heading “Risk Factors” in the
Company’s Annual Report on Form 10-K for the year ended December
31, 2020, and the Company’s subsequent filings with the SEC.
© 2021 Bentley Systems, Incorporated. Bentley, the Bentley logo,
AssetWise, gINT, iTwin, MicroStation, OpenGround, PLAXIS, and
ProjectWise are either registered or unregistered trademarks or
service marks of Bentley Systems, Incorporated or one of its direct
or indirect wholly owned subsidiaries. Seequent, Geosoft,
GeoStudio, and Leapfrog are either registered or unregistered
trademarks of Seequent Limited or one of its subsidiaries. All
other brands and product names are trademarks of their respective
owners.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210311006015/en/
Press Contact: Christine Byrne +1 203 805 0432
Christine.Byrne@bentley.com Follow us on Twitter:
@BentleySystems
Bentley Systems (NASDAQ:BSY)
Historical Stock Chart
From Jun 2024 to Jul 2024
Bentley Systems (NASDAQ:BSY)
Historical Stock Chart
From Jul 2023 to Jul 2024