Delta buys Odessa and says more M&A to come

Left to right: Shipp, Matthews, Charles, and Hammond shake on the deal
Left to right: Shipp, Matthews, Charles, and Hammond shake on the deal

Delta Group has acquired Odessa UK out of its CVA, safeguarding circa 40 jobs and bolstering the flexibility of the group’s outdoor offering as it looks to double sales.

According to Delta chief executive Jason Hammond, the two businesses have been talking for around a year and following the purchase, Delta’s group-wide outdoor business now generates sales of around £10m, including the recently revealed five-year Global deal.

He said that the plan was to double sales in the next 18 months as the outdoor bounce back gathers pace as workers return to the office.

Following the deal, Odessa will retain its branding and facilities and be run as a group business, similar to the Delta-owned Superior operation in Wiltshire.

The purchase involved Delta securing the approval of creditors, including HMRC, for Odessa to exit the CVA in return for a final, one-off payment of £370,000, before agreeing terms with the business’s owners, Bob Charles and Laurence Matthews.

Following creditor approval earlier this month, the transaction is expected to complete by the middle of February.

In the ‘Voluntary arrangement supervisor's abstract of receipts and payments’ filed earlier this month at Companies House, CVA supervisors at Macintyre Hudson said that Odessa UK had met all monthly payments due under the CVA in a “correct and timely manner” and that the Delta deal represented the best outcome for creditors.

The report stated: “It is apparent that this share sale/contribution into the CVA pot represents positive news for the unsecured creditors as it greatly reduces the uncertainty regarding the company's ability to fund ongoing CVA contributions, which were due to step up significantly, and also will enable a dividend to be paid to the unsecured creditors much sooner.”

Hammond added that buying the business out of the CVA, rather than, say, a pre-pack administration “was the right thing to do”.

“Leaving it to fall into administration was just not the right thing to do, I’m sure some might see it [a pre-pack administration] as a way to buy things cheap, that’s not the point here. The point is to incentivise the business to flourish and grow as part of the Delta Group.”

According to Hammond, the deal brings much needed stability to the Odessa business, which had faced significant challenges even before the pandemic forced it into a CVA in November 2020. The Odessa UK business was born out of Odessa Print Group, which fell into administration in 2019.

“Yes they have struggled over the past couple of years, as a lot of people in the print industry have, and once you’re struggling it’s difficult to see a way back and we have tried to help them in an advisory way, but it just felt the time was right to do something more longstanding,” he added.

Delta Group chief operating officer Martin Shipp has been working closely with the Odessa management team for the past six months, with the business often running overflow work from Delta, and he praised the team’s wealth of experience.

He said the reputation, scale and specialism of the business, which employs just shy of 40 people and runs a wide range of litho and digital large-format technology, were key attractions to Delta.

While the £77m, 750-staff group operates across eight facilities, including the Waltham Cross supersite, and serves a wide range of applications across the retail, FMCG, film, entertainment and media sectors, having a site essentially dedicated to outdoor will boost its flexibility.

Essentially by creating an outdoor centre of excellence at Odessa’s two South London industrial units in Biggin Hill and Penge.

“Creating specialisms is what our strategy has been, because we recognise that having sector experts makes such a massive difference. Building a massive print group is not enough,” said Hammond, citing some of the recent big name hires at the business as examples of the strategy.

“Clients need to know that you know what you’re talking about, that you understand their pain points and the Odessa acquisition is another perfect example of that strategy.”

Both Hammond and Shipp said there had been a strong cultural fit between the two businesses, with the latter quipping that “if the two businesses had been on a dating site, we would have been matched up quite quickly”.

Hammond said the plan was to ramp up the Odessa business quite quickly, as the outdoor market continues to recover – initially by adding some shifts and integrating the business into Delta’s workflow, with kit investments to follow in the near future.

“It’s our intention to invest and support the guys so that they can get back to where they were previously,” added Shipp.

In a statement, Matthews and Charles, who will continue to run the business, said they were delighted to become part of Delta.

"This deal will enable us to drive further efficiencies and benefit from Delta’s scale, including access to their unique infrastructure, technology and people to support our growth and provide surety to our fantastic clients.”

Delta Group executive chairman Mike Phillips added: “This is a transformational growth opportunity for Odessa, with further investment planned, supporting their wider objectives by being part of a larger group with access to our supply chain, technology, and people.

“Our ambition in 2022 is to further enhance our offering to our clients by continuing to acquire.”

According to Hammond, there are a number of conversations with potential targets in progress across both print and digital disciplines, with the busines hoping to complete at least two more this year.