Digi International acquires Jolt for roughly $145.5M in cash

Digi International (DGII) announced its acquisition of Jolt Software, Inc., a solutions provider to the convenience store and food and beverage industries, for approximately $145.5M in cash, net of Jolt’s cash and otherwise subject to customary adjustments. The acquisition marks a significant milestone for Digi’s SmartSense business in advancing operational intelligence and compliance automation across foodservice, grocery, convenience, healthcare and other verticals. The acquisition supports Digi’s strategy to expand annual recurring revenues through high-value, scalable subscription offerings. Jolt will be integrated into SmartSense and will report results as part of the IoT Solutions segment. Digi funded the purchase price utilizing its current credit facility. In its fiscal year ended January 31, 2025, Jolt generated over $20M in ARR, with ARR growth rate from the prior fiscal year exceeding the year-over-year growth rate of ARR in Digi’s existing IoT Solutions segment for its fiscal year ended September 30, 2024. The transaction is expected to be immediately accretive to adjusted earnings per share upon closing. Digi also expects to generate an incremental $11M in annualized adjusted EBITDA through synergies by the end of calendar 2026. Upon completion of the acquisition, Digi anticipates a net debt to adjusted EBITDA leverage ratio of 1.46x. As part of the transaction, Jolt brings with it certain tax attributes, including a net operating loss carryforward of approximately $30M, subject to a Section 382 analysis, which may provide future tax benefits to Digi.