Merger Discussions
Harrier Group PLC
29 July 2004
Articon-Integralis AG and Harrier Group plc
Merger discussions
Ismaning, Germany, Reading UK, and Hook UK: 29 July 2004: Articon-Integralis AG
('Articon-Integralis') (Prime Standard: AAGN; ISIN DE0005155030), and Harrier
Group plc ('Harrier') (AIM market: HRR; ISIN: GB0008823493) announce that they
have reached agreement in principle to merge their security systems integration
businesses, to be traded on the London AIM market under the name, Harrier-
Integralis Group PLC ('Harrier-Integralis'). This is intended to create one of
Europe's market leading security integration groups with considerable potential
for further growth. Articon-Integralis will be restructured into an investment
company with cash of at least €7 million, to be named Articon AG, and will be
traded on the German market.
If implemented, the proposals under discussion envisage the acquisition by
Harrier of the Integralis business and certain cash assets ('Integralis') owned
by Articon-Integralis in exchange for an issue of new ordinary shares in
Harrier Group. The merger will be treated as a reverse of Harrier Group under
the AIM Rules and will therefore be subject to, inter alia, shareholder
approval and the production of a new admission document for the enlarged group.
In addition, the merger will also be subject to the approval of the
shareholders of Articon-Integralis. Accordingly, the board of Harrier has
requested that its shares be suspended from trading on AIM pending the
publication of an admission document in due course.
Following the transaction, it is intended that Articon-Integralis will own 75%
of the issued and outstanding share capital of the newly formed
Harrier-Integralis Group.
Based on audited 2003 revenues, Harrier-Integralis would have had, on a
pro-forma basis, combined revenues of approximately €100 million and will have
established operations in the UK, France, Germany, Switzerland and also in the
USA.
Mark Silver, CEO of Articon-Integralis, said: 'The combination of our two
businesses will create a leader in the growing but fragmented European security
integration market. The integration of the two operations is expected to be
accomplished rapidly and effectively. Harrier-Integralis will have a strong
sales operation which will allow greater leverage of vendor relationships. It is
also expected that economies can be realised across the operations.
Harrier provides enterprise data management and storage solutions, an offering
which complements the security systems business. Following the merger, we intend
to promote this established capability strongly throughout the Integralis
customer base.
The new group structure will also give us access to the UK financial markets to
support us as we look forward to further expansion'.
For the Harrier Group, CEO Jim Stoddart, said 'This merger will bring Harrier
the scale and critical mass needed to succeed at a time when margins across the
industry are under pressure. In the UK, the new group is expected to be one of
the leaders in the security integration market sector.
Over the past four years, Integralis has made a major investment in the
development of a Managed Security Services operation which works through a
network of dedicated security management centres in Germany, UK and the US, and
currently manages contracts in 34 countries. After the merger, we will be able
to exploit that service within the existing Harrier client base.
The outcome of this merger will be a focussed and sustainable international
group of companies, well placed to grow further as the marketplace continues to
consolidate'.
Articon-Integralis will announce full results for quarter two of 2004 in August
2004, and preliminary estimates indicate revenues of €21.8 million and an EBITDA
loss (pre-exceptionals) of €0.6 million. Harrier is also due to announce its
results for the first half of 2004 in August 2004, and preliminary indications
are for revenues in the half year of £6 million with an EBITDA profit of £0.295
million. The circumstances indicated at Harrier's Annual General Meeting
relating to reductions in gross margins continue and as a result, the board of
Harrier notes that profit before tax, but not revenues, for the year ended 31
December 2004 is expected to be below their expectations.
- Ends -
For further information contact:
Juliet Machan
Head of Investor Relations, Articon-Integralis
+44 7768 283 074
Mark Silver
CEO, Articon-Integralis
+44 118 930 6060
Jim Stoddart
CEO, Harrier Group
+44 1256 760081
Trevor Bass
Fleet Financial
+44 207 0670743
Adam Hart/Jonathan Marren
KBC Peel Hunt Ltd
+44 207 418 8900
About Articon-Integralis
Articon-Integralis AG (quoted on the Prime Standard, ticker symbol AAGN,
Security Code Number 5155030)
Articon-Integralis AG is a European market leader as a specialist in security
systems integration. It has 11 offices in Europe and the US and 378 employees.
Under its brand name Integralis, the company is focused on security systems
integration which include best-of-breed IT security products and a range of
consulting, system integration and managed security services. Articon-Integralis
has a large number of blue-chip clients which include government agencies and a
range of international companies. Additional information about
Articon-Integralis is available on the Internet under http://
www.articon-integralis.com
About Integralis
Since its formation 15 years ago, Integralis has grown to become one of
Europe's Leading Security Systems Integrator. Integralis enables companies to
conduct secure communications and e-commerce transactions via private and public
networks. The company offers a broad selection of security services, security
products and managed security services. The existing customers of Integralis
include government authorities and numerous major European companies, including
half the companies listed on the FTSE 100. Integralis is a part of
Articon-Integralis AG. http://www.integralis.com
About the Harrier Group
The Harrier Group plc (AIM market: HRR; ISIN: GB0008823493) was established in
1987, originally as reseller of products from the Digital Equipment Corporation
and other computer manufacturing companies. In November 1999 the Harrier Group
floated on the AIM Market of the London Stock Exchange (AIM). In May 2000 the
Harrier Group combined the operations of its four subsidiaries, Harrier Network
Solutions, Harrier Storage Solutions, ReNet and Zeuros to form a new brand
HarrierZeuros. In January 2002 Harrier Group plc acquired IKAN, a small
consultancy practise providing business continuity and operational risk
services. IKAN was launched to the UK Market as a two tier provider of training,
risk and business continuity services in April 2002. More information about the
Harrier Group can be found on the Internet: http://www.harrier.com
About HarrierZeuros
Incorporating two sister companies, HarrierZeuros Ltd and HarrierZeuros Storage
Solutions Ltd, HarrierZeuros provides a range of information protection,
assurance and continuity services that enable organisations to maximise the
value of their existing IT investment. The company offers an independent
approach to technology led solutions with a range of services, including
consultancy, secure managed services and training, covering the entire spectrum
of data protection and data availability technology. HarrierZeuros secures and
protects the business critical data of many of the UK 's leading blue chip
companies. Clients include Boots, Friends Provident, Prudential and Vodafone.
http://www.harrierzeuros.co.uk
This information is provided by RNS
The company news service from the London Stock Exchange