VIRTUALWARE 2007 S.A.
Virtualware (EPA: ALVIR) publishes the following additional information on its acquisition of 100% of Virtalis Holdings Limited, completed on 28 September 2026.
On 18 August 2026, Virtualware reported that it had signed an agreement to acquire Virtalis. On 21 September 2026, it reported that the Extraordinary General Meeting held in Basauri had approved the acquisition, and on 28 September 2026 it reported that the acquisition had been completed.
Consideration and funding
- Virtualware paid 4.95 million euros in cash on completion and assumed 1.3 million euros of Virtalis debt, for an enterprise value of 6.25 million euros.
- The earn-out is a percentage of Virtalis’s EBITDA in 2026 and 2027, payable only above minimum levels and reduced by €1m of the assumed debt.
- Virtualware funded the acquisition in part with a 3.6 million euro commercial loan at EURIBOR plus 1% to 1.5%, amortised over five years, with a covenant of net debt to EBITDA below 3x in 2027.
- Virtualware will expense 337,000 euros of transaction costs in 2026.
Virtalis, financial year ended 30 June 2026
- Revenue was 3,967,000 euros, with a gross margin of 88.9%.
- Reported EBITDA was 1,383,000 euros and adjusted EBITDA was 869,000 euros, after 514,000 euros of capitalised development.
- Virtalis employs 19 people in Manchester.
Combined group
- Headcount rises from 52 to 71 people in five countries.
- On a full-year pro forma basis, the group reaches approximately 10 million euros of revenue and approximately 2.5 million euros of EBITDA. Adjusted EBITDA is approximately 1.5 million euros, after approximately 1 million euros of capitalised costs.
About Virtualware
Founded in 2004, Virtualware is one of the leading companies in enterprise software based on immersive and RT3D technologies for industry, nuclear, critical infrastructure and defence.
The company’s headquarters are in Bilbao, Spain, with offices in Manchester, Orlando, Toronto and Skövde.
Investor Relations: ir@virtualwareco.com
Safe Harbor
This document is only provided for information purposes and does not constitute, nor should it be interpreted as, an offer to sell or exchange or acquire, or an invitation for offers to buy securities issued by any of the aforementioned companies. Any decision to buy or invest in securities in relation to a specific issue must be made solely and exclusively on the basis of the information set out in the pertinent prospectus filed by the company in relation to such specific issue. No one who becomes aware of the information contained in this report should regard it as definitive, because it is subject to changes and modifications.
This document contains or may contain forward looking statements regarding intentions, expectations or projections of Virtualware 2007, S.A. (“Virtualware” or the “Company”) or of its management on the date thereof, that refer to or incorporate various assumptions and projections, including projections about the future earnings of the business. The statements contained herein are based on our current projections, but the actual results may be substantially modified in the future by various risks and other factors that may cause the results or final decisions to differ from such intentions, projections or estimates. These factors include, without limitation, (1) the market situation, macroeconomic factors, regulatory, political or government guidelines, (2) domestic and international stock market movements, exchange rates and interest rates, (3) competitive pressures, (4) technological changes, (5) alterations in the financial situation, creditworthiness or solvency of our customers, debtors or counterparts. These factors could cause or result in actual events differing from the information and intentions stated, projected or forecast in this document or in other past or future documents. Virtualware does not undertake to publicly revise the contents of this or any other document, either if the events are not as described herein, or if such events lead to changes in the information contained in this document. This disclaimer needs to be taken into account by those persons which may take a decision over the base of this document or to elaborate or disseminate opinions based hereof. This document may contain summarised information or information that has not been audited. This document is confidential and it cannot be revealed or disclosed to third parties different from the original recipients, even partially, without Virtualware’s prior consent.