RWS agrees to acquire Acogroup

RWS agrees to acquire Acogroup, the parent company of Acolad, a leading global provider of language and content solutions

Material value creation opportunity to bring RWS's AI platforms to an expanded European client base

RWS Holdings plc (AIM: RWS), a global AI solutions company, is pleased to announce that it has entered into a binding agreement for the proposed acquisition of Acogroup from its security holders (the "Sellers") (the "Transaction") for an Enterprise Value of £22.4m (€26.0m¹). Acogroup, which together with its subsidiaries operates under the Acolad brand, is a leading global provider of language and content services. RWS is an AI company providing content solutions that give the world's largest organisations the confidence to operate in any market. The Transaction significantly expands the enterprise client base to which RWS can bring its AI platforms.

Transaction highlights

• Broadens RWS's strategic client relationships across Europe: brings longstanding relationships with an attractive, complementary base of enterprise clients, with particular strength in Western Europe, where Acolad works with approximately half of the CAC 40 companies. The Transaction supports RWS's shift towards larger, multi-year client relationships
• Extends the reach of RWS's AI platforms: brings a significantly larger enterprise client base to RWS's Cultural Intelligence Layer, Language Weaver Pro and the next-generation platforms in its Transform segment
• Strengthens leadership in regulated industries: brings a significant presence in regulated and public institution end markets, including an established medical devices business that complements RWS's strength in the pharmaceutical segment of life sciences. Approximately half of Acolad's revenues are derived from regulated industries
• Creates cross-sell opportunity across the expanded Group: adds an established interpreting capability to RWS's portfolio and opens Acolad's client base to RWS's Generate and Protect solutions
• Material value creation opportunity: transaction terms include Enterprise Value of 2x adjusted EBITDA to 30 September 2027, and no third-party debt being acquired. Going forward, RWS has the opportunity to increase the returns on its portfolio of AI solutions by applying its proven technology playbook to a new, quality European client base

About Acolad

Founded in 1995, Acolad is a global provider of language and content solutions, with a strong presence in Western Europe. Headquartered in the Paris area, France, Acolad operates across 22 countries in Europe and North America. Acolad operates in attractive end markets, with approximately half of its revenues from regulated industries. Approximately 75% of its revenues are derived from localisation and related services, with interpreting, transcription and other services accounting for the remaining 25% of its revenues. Acolad employs approximately 1,200 people.

In the year to 31 December 2025, Acolad generated revenues of £182m (€211m¹) and adjusted EBITDA was £13m (€15m¹). In the RWS financial year to 30 September 2027, Acolad is expected to make a material contribution of, on an annualised basis, revenue of approximately £155m (€180m¹) and adjusted EBITDA of approximately £11m (€13m¹). Gross assets at 31 December 2025 were £404m (€469m¹).

Terms of the Transaction

The Group's wholly owned subsidiary, RWS Global Holdings Limited, has entered into a binding agreement for the proposed acquisition of Acogroup from the Sellers. This agreement involves the acquisition of all outstanding bonds owned by funds and accounts managed or advised by Barings and issued by V.O. Paris (a subsidiary of Acogroup). These bonds will become an intra-group obligation within the RWS Group following completion of the Transaction ("Completion") until unwound.

In accordance with applicable French legal requirements, RWS has entered into a binding put option with the Sellers which obligates RWS to enter into an acquisition agreement ("SPA") following completion of the consultation process by two of Acogroup's subsidiaries with their respective French Works Councils. During the period of consultation with the French Works Councils, the Sellers have granted RWS exclusivity in respect of the Transaction. Completion is expected in H1 FY27 at the latest - and is conditional on obtaining regulatory clearances from the French Ministry for the Economy, Finance and Industrial, Energy and Digital Sovereignty, and any other authority in charge of foreign investment control whose authorisation may be required as determined by RWS.

The total consideration payable by RWS is £40.2m (€46.6m¹), which includes payment for approximately £17.8m (€20.6m¹) of cash at Completion. Enterprise Value is therefore £22.4m (€26.0m¹).

The Transaction represents a substantial transaction for RWS for the purposes of AIM Rule 12.

RWS will fund the Transaction through existing facilities, having successfully refinanced its revolving credit facility in October 2025 and remains well-capitalised with strong cash generation.

Following Completion Acolad will become part of RWS's Transform segment, where its clients and interpreting platform will benefit from the Group's language technology roadmap.

A further announcement and update will be made on Completion.

Benjamin Faes, Chief Executive Officer of RWS, commented:

"This is a compelling acquisition that enhances our growth strategy as we deploy our AI content solutions. It significantly expands our enterprise client base, especially in Europe, to which we can bring RWS's current and next-generation language technology platforms.

"Acolad is a strong fit for our existing value creation model. We are already applying AI at scale to expert-led services across our own operations. The combination also gives us greater scale to invest in new products for our clients.

"We already know Acolad well and its established presence and reputation in regulated markets, including medical devices, complements our life sciences franchise and broadens our exposure to attractive, resilient sectors. The Transaction also brings interpreting capability. I look forward to welcoming Acolad's talented team to RWS and to a smooth and effective integration."

Bertrand Gstalder, Chief Executive Officer of Acolad, added:

"I am delighted that Acolad and RWS are joining forces. Over the past decade we have built a European leader in content and language solutions with a simple ambition: to help the world's most demanding organisations grow across markets by combining cutting-edge technology with deep human expertise. We have long admired RWS and becoming part of the Group is the natural next step in that journey.

"Together we can bring our clients the best possible technology in content transformation, and, just as importantly, the confidence to deploy AI-powered content safely, responsibly and at scale across the world. RWS is leading the way in the industry with their Cultural Intelligence Layer and technology portfolio and combining this with Acolad's people, platforms and expertise will enable us to serve clients with greater ambition than ever before.

"I want to thank the Acolad team for everything they have built, and I look forward to what this combination will create for our clients, our people and our partners."

[1] £ / € exchange rate = 1.16