Clarity, the Business Travel and Events division of the Portman Travel Group, has agreed to acquire Agiito and Evolvi, the B2B rail ticketing platform, from Capita plc.
Capita said the sale of both business was at an “enterprise value of £36.5m on a cash free, debt free basis”.
Clarity expects to receive cash proceeds of £16m, taking into account the working capital and debt liabilities that Clarity is assuming as part of the transaction, of which £8m is payable on completion and £8m is payable 12 months following completion.
The deal, which has been under discussion for more than a year, is expected to complete once National Security and Investment Act approval has been received.
Capita said the reported revenue and profit before tax of the combined businesses for the year to December 31 2022 were £31m and £4m respectively, and gross assets were £76m at 30 June 2023.
Capita confirmed several years ago that it intended to sell off its business travel arm, which rebranded as Agiito in July 2021. In the coming months it will rebrand under the Clarity name.
The announcement said the new combined business will benefit from a “unique, cutting-edge technology platform with proprietary technologies in Online Booking, Meetings & Events and Rail”.
The business will be headed up by Clarity CEO Pat McDonagh.
When asked about the possibility of redundancies, McDonagh said: “We’re going to work carefully on our integration ensuring the best of both businesses is retained. Over time there will be change but actually there should be a great deal of opportunity for our people as the business grows.”
Manchester-based Clarity and Derby-based Agiito each have around 400 staff and around 30 people work at Evolvi.
McDonagh welcomed Agiito CEO Donna Fitzgerald and her executive team to the business, who will report into him “as we work on our new structure”.
He said each company’s offices would be retained but added: “Location and physical property is much less of an issue these days. We want the very best talent in our business regardless of where they’re located.”
“I’ve known the senior leadership at Agiito for a while and have huge respect for their achievements,” added McDonagh.
“Together with the existing Clarity Executive team, we look forward to building a bright future together.
“Right now, the focus is on business as usual as we work to ensure we continue to deliver exceptional value, service and technology to our clients.
“Over the coming months we will unite under the Clarity name, leveraging the combined strength of our technology and supplier partnerships. It’s extremely exciting and there are huge opportunities for growth for the wider teams of Clarity and Agiito moving forward.”
Fitzgerald, who took over as Agiito CEO from James Parkhouse earlier this year, added: “The planned acquisition of Agiito by Clarity is great news for Agiito, our clients and our people.
“Our businesses are such a great, complimentary fit and their combined strength will be hugely advantageous to our customers. We’re looking forward to working with the Clarity team and the wider Portman Group to realise the huge potential this combination brings.”
Redmond Walsh, CEO Portman Travel Group, commented: “Evolvi is a powerful addition to the Portman Travel Group portfolio and one in which we intend to invest. Andrew and his team have decades of experience in the rail technology sector and we aim to support them, encouraging innovation and growth as part of the Portman Travel Group.”
The Evolvi system was founded in 2005 by Harry Weeks Travel (HWT) as the first online self-booking tool focused on UK rail. Capita acquired HWT in 2007, and Evolvi was launched as an independent business within the group.