Infotrust (ASX:ITS) completed its 100% acquisition of Catalyst Cyber, a Canberra-based cybersecurity consultancy.
The move, finalised following an initial announcement in March, marks a milestone in Infotrust’s "cyber-first" growth strategy.
By absorbing Catalyst Cyber, Infotrust significantly bolsters its sovereign capability and presence within the Australian federal government and defence sectors, gaining access to a portfolio of high-assurance customers and a team of highly qualified, security-cleared personnel.
Infotrust paid an initial consideration of $1.6 million in cash and issued 1,871,156 fully paid ordinary shares.
The valuation was anchored to a 5x multiple of Catalyst Cyber’s forecast FY26 EBITDA, estimated at approximately $0.7 million.
50% of the newly issued shares are subject to a two-year voluntary escrow period, ensuring alignment between the new entity and long-term shareholder value.
The agreement includes a rigorous "true-up" mechanism to adjust the final pricing once FY26 audited results are confirmed.
Furthermore, the deal incentivises future growth through earn-out arrangements spanning FY27 and FY28.
If Catalyst Cyber exceeds its FY26 EBITDA baseline, additional consideration will be calculated using a 6x multiplier on the incremental uplift.
Infotrust has capped the potential issuance of securities for this transaction at 5 million shares, providing a clear framework for expansion without requiring further shareholder approval.
At the time of reporting, Infotrust's share price was $0.45.