Acquisition

Stanelco PLC 06 May 2004 Acquisition Stanelco plc signs Heads of Agreement to acquire Aquasol for £3.1 million Stanelco plc, the RF (radio frequency) applications group, is pleased to announce that it has signed binding heads of agreement to acquire 100% of the issued share capital of Aquasol Limited for a maximum consideration of £3.1 million, subject to achievement of certain performance criteria. An initial payment of £0.5 million in new Ordinary 0.1p shares is payable, 50% (5,000,000 Ordinary 0.1p shares) upon signing of the heads of agreement and the remainder (5,000,000 Ordinary 0.1p shares) upon completion. The remaining sum of up to £2.6 million will be payable over 2-3 years in new issued shares or in cash at Stanelco's option. The transaction is subject to finalisation of a sale and purchase agreement with the shareholders of Aquasol and remaining due diligence. Clarification as to whether the transaction requires shareholder approval is currently being sought. Aquasol is the world leader in water-soluble packaging innovation, products and processes. The intellectual property based company has over 18 years experience in water-soluble packaging technology and its team has been named inventors in 44 international patent applications. They are the creators of Unilever's Persil capsule, Reckitt Benckiser's gelcaps including Electrasol, Woolite and Calgon brands, Schering-Plough Animal Health's Coopers Ectoforce Sheep Dip, and numerous others in the pipeline. Aquasol has dedicated development facilities near Chelmsford. Aquasol currently has a turnover of around £400k of which a significant and growing portion is in the form of royalties. Royalties and profit sharing that would have been due to Aquasol under the collaborative agreement between Stanelco and Aquasol, announced in November, will now remain within the Group. Aquasol's last audited accounts showed a turnover of £476k net assets of £220k and profits of £328. Commenting on the Acquisition, Ian Balchin, Chief Executive of Stanelco, said 'We are delighted to welcome Aquasol into the Stanelco Group of companies. We believe that our combined technologies and customer relationships will offer an exciting opportunity for customers to become more eco-friendly whilst at the same time significantly improving operating margins. We are making good progress under our existing agreement and will report more on this in due course.' Bruce Drew, the Managing Director of Aquasol, said: 'In the relatively short time that we have been working with Stanelco, we have realised that together we can effect a revolution in our sector of the packaging world. There is a good fit between our technologies and the skill sets of our two teams. Everything is now in place for rapid progress to be made. Having run an intellectual property business for 11 years without any external funding, we know what it can take to turn good IP into revenues. If you look at the combined IP that is still to be properly exploited, one has to be optimistic'. ENDS- For further information. Please contact: Ian Balchin, Chief Executive Stanelco plc Tel: 01489 570991 Jonathon Brill Financial Dynamics Tel: 020 7831 3113 Notes to Editors: Stanelco was founded in 1953 and is a world leader in the development of radio frequency technologies for processing polymers of edible and packaging applications and the design and manufacture of optical fibre technology, induction heating and dielectric welding equipment. The Company's current core business is the manufacture of optical fibre using Radio Frequency (RF) technology. Stanelco has been applying its technology to other markets and is currently developing detergent capsules, foamed starch trays, edible sachets and waste packing. Aquasol is an intellectual property based company and a leader in the field of developing water-soluble packaging and delivery systems. Aquasol's technology and future direction have a strong strategic fit with those of Stanelco. This information is provided by RNS The company news service from the London Stock Exchange SLSELI
UK 100