Austco Healthcare to acquire RTM Solutions in $15.26 million deal
Austco Healthcare (ASX: AHC) has entered into a binding share purchase agreement to acquire 100% of the shares in RTM Hold Co Pty Ltd, the holding company of Real Time Monitoring Solutions Pty Ltd and Real Time Monitoring Cloud Pty Ltd (together, “RTM”). Estimated total consideration is approximately $15.26 million.
The RTM acquisition is described as Austco’s most significant acquisition to date and its first acquisition of a software technology company. RTM is a Brisbane-based provider of real-time monitoring, reporting and systems-integration software for healthcare and aged care facilities.
Completion is expected on or around 1 December 2026, subject to conditions precedent. The acquisition is inter-conditional with Austco’s acquisition of CareTech Systems Pty Ltd, also announced on 16 October 2026.
Clayton Astles, Chief Executive Officer
“RTM is Austco’s most significant acquisition to date and accelerates our shift towards software and recurring revenue…”
For investors, the agreement points to a move up the value chain, towards software income that recurs with each installation.
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Deal structure and funding
The consideration combines an upfront cash payment with an uncapped, performance-based earnout. Both components are payable in cash.
Consideration breakdown
The table below sets out the components as presented in the announcement.
| Component | Amount | Timing/Basis | Funding | Note |
|---|---|---|---|---|
| Upfront cash consideration | Approx. $9.44 million | At completion, expected on or around 1 December 2026 | Existing cash reserves and new $12.0 million debt facility | Subject to customary completion adjustments |
| Of which: escrow | $3.0 million | Expected to be held pending renewal of a key customer contract | Part of upfront consideration | Longstop 24 months after completion |
| Estimated earnout | Approx. $5.82 million | Payable about 30 days after release of audited FY28 accounts | Cash | Uncapped; based on current forecasts |
| Estimated total consideration | Approx. $15.26 million | Upfront plus estimated earnout | Cash | Actual earnout may be higher or lower |
The earnout is calculated at 6.0x the average of RTM’s FY27 and FY28 EBITDA, less the upfront consideration. Because it is uncapped, the actual earnout may be higher or lower than the $5.82 million estimate, depending on RTM’s performance.
Funding and balance sheet
Austco intends to fund the upfront consideration from existing cash reserves and a new $12.0 million Market Rate Loan facility with the Commonwealth Bank of Australia. No Austco shares will be issued, so the transaction involves no dilution.
The roughly $12.44 million funding figure covers the upfront consideration for RTM and CareTech combined, including the $3.0 million escrow amount. It should not be read as the RTM figure alone.
Following completion, Austco expects to have approximately $7.7 million of cash and $5.0 million of undrawn committed facilities available, before any subsequent earnout consideration.
The escrow mechanism works as follows:
- If a key customer contract has not been renewed before completion, $3.0 million of the upfront consideration is paid into escrow.
- The amount is released to the vendor on renewal of that contract for at least 12 months.
- If the contract is renewed at a lower annual licence value, or is not renewed, all or part of the escrow amount is returned to Austco and reduces the purchase price.
- The escrow longstop date is 24 months after completion.
What RTM brings to Austco
Proactive monitoring explained
RTM’s software watches every connected system on a site and flags faults before staff notice them. The cloud-based platform covers nurse call, duress, access control, CCTV, building management and other systems.
Recurring revenue matters because each RTM installation creates ongoing software licence, maintenance and support revenue. That income repeats per installation rather than arising from a single sale.
Platform credentials
- Established in 2012 and headquartered in Brisbane, with 27 staff.
- Vendor-agnostic platform with a library of more than 300 system interfaces, including an interface with Austco’s Tacera platform.
- Deployed at more than 600 sites across Australia.
Strategic rationale
Austco outlined six expected benefits from the acquisition:
- Take a proven platform to Austco’s global customer base, with RTM Cloud to be offered through operations in North America, the United Kingdom, New Zealand and Asia, and through its global reseller network.
- Grow software and recurring service revenue.
- Monitor the whole site, not just one system.
- Strengthen proactive monitoring and maintenance, supporting higher system uptime.
- Expand integration capability across third-party systems.
- Add experienced technical capability, with RTM’s management and technical personnel expected to remain under executive services agreements.
Because the platform is vendor-agnostic, it can be sold into existing Austco sites and into facilities that use other vendors’ systems, widening Austco’s addressable market.
Financial impact and earnings outlook
RTM’s unaudited normalised results for the 12 months to June 2026 and its expected FY27 contribution are set out below.
| Metric | Figure | Basis |
|---|---|---|
| Normalised revenue | Approx. $15.6 million | 12 months to June 2026, unaudited |
| Normalised EBITDA | Approx. $2.2 million | 12 months to June 2026, unaudited |
| EBITDA margin | Approx. 14.1% | 12 months to June 2026, unaudited |
| Expected FY27 revenue contribution | Approx. $9.1 million | Seven months of ownership, subject to completion timing |
| Expected FY27 EBITDA contribution | Approx. $1.3 million | Seven months of ownership, subject to completion timing |
The acquisition is expected to be earnings per share accretive immediately following completion.
Austco’s record FY26 results showed software and maintenance revenue up 19% to $11.4 million, with the second half running ahead of the first, so RTM would be building on an existing recurring base.
The Board considers the acquisition consistent with Austco’s stated capital allocation strategy of deploying balance sheet capacity into strategically aligned and earnings-accretive growth opportunities.
The same capital allocation approach was visible in Austco’s August purchase of MCS at 3.5x normalised EBITDA, its fourth reseller acquisition since 2023, funded from existing cash and a small earnout.
Integration plan and path to completion
RTM will operate as a standalone business within Austco’s Australian operations during the earnout period to 30 June 2028. Key management and technical personnel are to remain with the business under executive services agreements.
Austco’s initial priorities are:
- Customer and employee continuity.
- Alignment of financial and reporting systems.
- Offering RTM Cloud to Austco’s international customers.
- Using Austco’s services capability to install and maintain RTM sites, particularly in regions where RTM does not have its own field presence.
Completion is subject to conditions precedent customary for a transaction of this nature, including:
- Simultaneous completion of Austco’s acquisition of CareTech Systems Pty Ltd.
- Meetings with, and where required consents from, key RTM customers.
- Renewal of a key customer contract.
- Executive services agreements with key RTM personnel.
- Delivery and verification of RTM’s software source code.
- No material adverse change.
Completion is expected on or around 1 December 2026. Austco, founded in 1986 and headquartered in Port Melbourne, supports more than 5,000 healthcare facilities across over 60 countries through its direct operations and global reseller network.
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