FTV VIII offers to acquire Windward Ltd for £216 million

LONDON: FTV VIII, L.P., through Octopus UK Bidco Limited, reached agreement on the terms of a recommended cash acquisition of Windward Ltd. Under the terms of the acquisition, Windward shareholders will be entitled to receive 215 pence per Windward share in cash.

The acquisition values the entire issued and to be issued ordinary share capital of Windward at approximately £216 million on a fully diluted basis.

Fund has been assessing Windward and its business over recent months, having followed its development over a number of years.

Fund believes that Windward is a highly attractive business with a strong management team and strategy, and that the Acquisition represents an attractive opportunity to increase exposure to the growing maritime compliance and supply chain end market.

The acquisition also represents an opportunity for enhanced data and AI led insight across the ecosystem.

Fund sees an opportunity to accelerate Windward’s continued expansion from its current market position within the maritime sector, into a broader supply chain analytics provider and plans to support the development of Windward’s future product roadmap under private ownership.

For this, Windward may require investment, which could reduce profitability in the short to medium term, but should build the strong operational foundations required to support Windward’s next phase of growth, scale its platform globally and drive sustainable long-term value.

Brad Bernstein, Managing Partner of Fund said: “As global seaborne trade expands, regulatory regimes tighten and supply chain pressures mount, the need for advanced maritime intelligence and visibility has become imperative for global organisations to effectively operate and manage risk in an increasingly complex landscape. Windward has built a best-in-class maritime AI-based analytics platform spanning use cases across risk, compliance, trading and the supply chain and delivering tangible value to its growing blue-chip customer base worldwide.”

Jerome Hershey, Principal of Fund said: “Fund has a long track record of partnering with data and analytics leaders across the governance, risk and compliance sector, and we’ve long admired what Ami and the Windward team have built since our first meeting in 2017. The company’s attractive subscription revenue model demonstrates strong operating leverage and margin expansion. We look forward to partnering with the team to help drive their ambitious vision for product and geographic expansion and an exciting set of organic and inorganic growth initiatives.”

Ami Daniel, Chief Executive Officer of Windward said: “This marks an exciting next step in the evolution of Windward, providing the opportunity to build upon our first mover advantage in maritime generative AI through accelerated innovation and greater market reach. We are incredibly proud of the growth we have achieved while on the AIM market, and our ability to adapt and incorporate evolving technology, specifically generative AI.  We are truly grateful for our shareholders’ support to date, providing us with the funding to expand our offering, enter new markets and continuously create exciting new products. With the success of that investment evident in our accelerated growth rate and bigger scale, now is the time to replicate that success across additional geographic markets. In addition, being US-owned is expected to facilitate expedited penetration and growth in the US market.

The Fund team have an outstanding track record in supporting the scaling of founder-led software businesses globally and we believe that together we will be a significantly stronger organisation. For our customers, the additional investment will enable them to unlock far greater value from their data through our ambitious product roadmap, and for our employees, it provides increased job security and the confidence that we have the funding to drive forward together to achieve our potential.”

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