Excite Technology Services acquires CBIT Digital Forensic Services

SYDNEY, AUSTRALIA: Excite Technology Services Limited has signed a binding term sheet to acquire 100% of the issued capital of CBIT Pty Limited and related entities, known together as CBIT Digital Forensic Services (CDFS).

The acquisition will be subject to completion of successful due diligence along with ASX and shareholder approvals.

Excite CEO, Bryan Saba said “We are thrilled to welcome CDFS into the Excite Group. This acquisition will enhance our service offerings and position the Company as a leader in incident response, with capability that has uniquely been only a feature of Government Agencies.”

This strategic acquisition will position Excite as a leading authority in Incident Response and Digital Forensics. Inclusion of CDFS into the Excite Group will immediately expand capabilities and market presence in the managed cyber security, deep digital forensics, accredited training and IT services sectors.

CDFS has unaudited revenues of $14 million for the year to 30 June 2024, with a normalised EBITDA of approximately $954,000, after adjusting for related party expenses and one off payments. It is anticipated that the transaction will be immediately accretive to the Group.

Excite will pay the vendors of CDFS $750,000 cash and issue 100,000,000 fully paid ordinary shares in the capital of the Company.

On or before 1 July 2025, Excite will pay the vendors a further $750,000 in cash, provided the vendors have not resigned their positions with the Excite Group.
Up to a further $2.4 million in consideration is payable based on the audited EBITDA of CDFS achieving $1.8 million for the 12 month period ending 30 June 2025.

The performance consideration will be payable on a pro-rata basis provided that the CDFS business achieves audited EDITDA of not less than $1 million for the 12 month period ending 30 June 2025.

The performance consideration is payable 50% in shares and 50% in cash. Up to a further $800,000 in consideration is payable if audited EBITDA for the period ending 30 June 2025 exceeds $1.8 million.

The outperformance consideration would be payable on the basis of $1 for every $1 that the EBITDA exceeds $1.8 million capped at $800,000.
As part of the transaction, Excite will enter into a commercial, 10 year lease agreement for a state-of-the-art digital forensics lab and training facility with a related party of the vendors of CDFS.

The facility is due to be completed in July 2025, at which time the lease will commence. The lease will be on commercial terms at $400 per sqm, per year for 1,445 sqm ($578,000) and is expected to commence from July 2025.

The new facility has vested
interest from the Australian government and forms part of CDFS’ growth strategy that will deepen the Group’s relationship with Australian Intelligence and Law Enforcement agencies.

The new facility has the potential to provide revenue growth which is additional to the existing business.
Excite will also enter into formal employment agreements to the vendors of CDFS which will include market-based salaries, short-term incentives and performance rights.

CDFS is Australia’s premier digital forensic services, tools, and industry-embedded training and certification provider for law enforcement, government, and corporate enterprises. CDFS supports law enforcement agencies and government departments with its unique solutions and high-level advice related to digital forensic evidence.

As a vital partner to law enforcement and government agencies, CDFS digital forensic examiners have provided assistance and expertise in activities such as search warrant executions to expert witness testimony in the Courts of law.

CDFS CEO Zoran Iliev stated “We look forward to joining forces with Excite. This
acquisition will significantly augment our capabilities, enabling us to deploy the results of our R&D efforts and provide AI-driven advanced cyber security defence strategies and incident response. The acquisition will unlock the value of providing our clients and partners with a more comprehensive and robust support framework.

By deploying a rigorous digital forensic scientific approach, we will continue to ensure their digital assets and infrastructures are secure and resilient against emerging threats.”