Infotrust Buys Catalyst Cyber for $5M to Crack Federal Government Cyber Market
Infotrust secures federal government cyber foothold with Catalyst Cyber deal
Infotrust (ASX: ITS) has entered into an agreement to acquire 100% of Canberra-based Catalyst Cyber Pty Ltd, a specialist cyber security consultancy focused on Federal Government customers. The Infotrust Catalyst Cyber Acquisition positions the company as a sovereign cyber security provider with direct access to federal government and defence-aligned markets, subject to standard conditions precedent and regulatory approval.
Catalyst Cyber is led by George Katavic, who brings more than 20 years of specialist cyber security management experience. The acquisition strengthens Infotrust’s capabilities in regulated and high-assurance environments, complementing its existing managed security, 24×7 Security Operations Centre, and digital forensics offerings.
Julian Challingsworth, Managing Director and CEO
“Catalyst Cyber brings a highly experienced team, strong customer relationships and deep domain expertise that complement our existing cyber security services and extends our capabilities to Federal Government customers. Subject to completion, the transaction strengthens our position as a sovereign cyber security provider and supports our long-term growth strategy.”
Federal government contracts represent sticky, recurring revenue with high barriers to entry. Security clearances and established relationships are difficult for competitors to replicate, making this acquisition strategically significant for Infotrust’s long-term positioning.
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Deal terms structured around performance alignment
The Infotrust Catalyst Cyber Acquisition is structured to align consideration with earnings performance and key personnel retention. Completion consideration is calculated by reference to a 5x multiple of EBIT and is payable as a combination of cash and Infotrust shares.
| Component | Value |
|---|---|
| Estimated completion consideration (FY26) | ~$5.0 million |
| Cash component | ~$3.5 million |
| Infotrust shares | ~$1.5 million |
| EBIT multiple applied | 5x |
| Share price reference (21-day VWAP) | $0.55 |
The deal structure includes several performance-linked mechanisms:
- Initial payment at completion based on estimated FY26 EBIT
- Subsequent adjustment after audited FY26 accounts finalised
- Portion of cash deferred, subject to performance conditions
- Half of consideration shares subject to 2-year escrow
At completion, Infotrust will pay an initial cash amount and issue shares based on estimated FY26 EBIT. A subsequent cash and share adjustment will be payable or refundable following determination of final FY26 EBIT based on audited accounts. This performance-linked structure reduces upfront capital risk while aligning seller incentives with future earnings delivery.
Earnout creates uncapped upside potential
Additional earnout may be payable based on EBIT growth achieved in FY27 and FY28. This consideration is uncapped and is payable through a combination of cash and Infotrust shares, calculated by applying an agreed earnings multiple of 6x incremental EBIT uplift. Infotrust shares issued in each year will be subject to escrow arrangements.
The uncapped earnout means if Catalyst Cyber significantly outperforms, Infotrust pays more, but only because earnings justify the additional consideration. This creates a positive risk/reward structure for shareholders where increased payments correlate directly with value creation.
What is cyber security consulting for federal government?
Catalyst Cyber operates a consulting-led model focused on regulated and high-assurance environments. The business provides specialist services to the Federal Government, delivering cyber security advisory, security engineering, incident response, and assurance services aligned with Commonwealth government requirements.
Federal government cyber security work differs from commercial engagements in several key respects. High-assurance environments require specialist accreditations, security-cleared personnel, and deep familiarity with Commonwealth security frameworks. These requirements create natural barriers to entry that protect established providers.
The company’s service capabilities include:
- Cyber security advisory services
- Security engineering and architecture
- Incident response capabilities
- Assurance services and compliance frameworks
- Security-cleared personnel delivering services in sensitive environments
Catalyst Cyber brings established Federal Government customer relationships and specialist capability across governance, risk and compliance, security architecture, incident response, and assurance services. This includes IRAP (Infosec Registered Assessors Program), Essential Eight, and other Commonwealth security frameworks.
Federal government cyber security work demands security clearances, specialist accreditations, and trusted relationships that create natural moats. New entrants cannot easily compete in this market without years of relationship building and credentialling.
Near-term earnings contribution and strategic value
The transaction is expected to be earnings accretive from completion. Catalyst Cyber is expected to contribute approximately $1.3 million of revenue and $0.3 million of underlying EBITDA to Infotrust’s H2 FY26 results.
The immediate earnings contribution validates the strategic rationale for the acquisition. Management has described this as a platform acquisition supporting capital deployment into targeted inorganic cyber growth opportunities, signalling Infotrust intends to use Catalyst Cyber as a beachhead for further federal government expansion.
The acquisition strengthens Infotrust’s position in regulated and high-assurance environments and supports the company’s objective of delivering higher-margin, recurring cyber security services, particularly to federal government customers.
Complementary capabilities strengthen service offering
Catalyst Cyber’s capabilities complement Infotrust’s existing service portfolio. The company operates a managed security platform including a 24×7 Security Operations Centre and digital forensics and incident response capabilities. Catalyst Cyber adds specialist capability in areas where Infotrust can cross-sell these managed services.
Key capability additions include:
- Governance, risk and compliance expertise
- Security architecture design
- Incident response specialisation
- IRAP and Essential Eight assurance services
Cross-selling opportunities exist between Catalyst Cyber’s advisory relationships and Infotrust’s managed security infrastructure. Federal government clients working with Catalyst Cyber on security architecture or compliance may require ongoing managed security services, creating natural upsell pathways.
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What this means for Infotrust shareholders
The Infotrust Catalyst Cyber Acquisition represents execution on the company’s stated vision to be Australia’s leading cyber-first technology services provider. The deal provides direct entry into federal government cyber security markets with an experienced leadership team and established customer relationships.
Key investment considerations include:
- Direct entry into federal government cyber security market with immediate customer access
- Experienced leadership team with 20+ years domain expertise in specialist environments
- Earnings accretive from day one with $0.3 million underlying EBITDA contribution in H2 FY26
- Performance-linked deal structure protects shareholder capital while incentivising growth
- Platform for further inorganic growth in targeted high-barrier markets
Infotrust is executing on its stated M&A strategy, deploying capital into specialist cyber capabilities that strengthen its competitive position in high-barrier markets. The regulated, high-assurance market positioning creates defensible revenue streams with limited competitive pressure, supporting margin expansion and recurring revenue growth.
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