BILBAO: Virtualware, a Euronext-listed enterprise software company, has signed a definitive agreement to acquire 100% of Virtalis Holding, a Manchester-based virtual reality and RT3D visualization software firm, the companies announced Tuesday.
The transaction, valued at a fixed €5 million upfront plus performance-based earnouts tied to Virtalis’ 2026 and 2027 results, is expected to close in September 2026. It remains subject to shareholder approval at Virtualware’s Extraordinary General Meeting within 30 days. The U.K. Cabinet Office cleared the deal in May under the National Security and Investment Act 2021.
On a pro forma basis using projected 2026 calendar-year data, the combined entity is expected to generate approximately €10 million in revenue and €2.5 million in EBITDA — roughly double Virtualware’s current standalone figures. The merged group will employ 71 people, up from Virtualware’s 52.
Virtalis, founded in 2003, reported preliminary revenue of €4 million and EBITDA of €1.3 million for its fiscal year ended June 2026, with 19 employees.
The acquisition will be funded through a mix of commercial debt and internal cash at a 70/30 ratio, with no shareholder dilution, according to the company.
Following the deal, the United Kingdom will account for 37.7% of the group’s combined revenue, making it Virtualware’s largest single market. Combined revenue from outside Spain — primarily the U.K. and North America — will rise from 54% to 78% of total sales.
Virtualware CEO and founder Unai Extremo emphasized continuity for Virtalis’ client base. “For Virtalis’s clients and employees, this transaction means continuity,” Extremo said in a statement. “We are committed to retaining the team, maintaining and strengthening Virtalis’s operations in the United Kingdom, and ensuring that its clients continue to receive the same level of service. Our goal is to build on what Virtalis has developed over more than two decades.”
Virtalis CEO Andy Hill described the combination as a strategic fit. “The acquisition of Virtalis by Virtualware will bring together two organisations with a long and established history in enterprise Virtual Reality and immersive visualisation, creating a stronger platform for continued innovation, investment and growth,” Hill said. “For Virtalis clients, the combination provides access to broader expertise, technology and resources while maintaining the deep understanding of complex enterprise VR applications that has underpinned Virtalis for many years.”
Virtalis’ flagship product, Visionary Render, integrates more than 25 data types — including CAD, PLM, BIM, point cloud and IoT — into 1:1 scale visualization scenes for design reviews, training, plant layout and maintenance. The platform will join Virtualware’s existing product portfolio alongside the VIROO XR platform and Simumatik, an emulation and digital twin specialist acquired in October 2024.
Applications built with Visionary Render will be deployable and managed through VIROO, the company said.
Virtalis counts major defense, aerospace and industrial clients among its users, including BAE Systems, Blue Origin, Lam Research, Seaspan, Subsea 7, Vestas, Thales, Lockheed Martin and Ford. Virtualware serves global organizations such as GE Vernova, Volvo, Gestamp, Alstom, ADIF, Bosch, Biogen, the Spanish Ministry of Defense and the Basque Government.
The combined group positions itself as one of Europe’s largest specialized immersive visualization and digital twin providers for industry, nuclear, critical infrastructure and defense sectors.
Engineering centers will be maintained in Bilbao, Manchester and Skövde, Sweden, with offices in Orlando, Florida, and Toronto. No site consolidation is planned.
Virtualware closed 2025 with record bookings exceeding €8 million. The company was founded in 2004 and is headquartered in Bilbao, with offices in Orlando, Toronto and Skövde.
