Disposal
Filtronic PLC
12 June 2006
12 June 2006
FILTRONIC PLC
Filtronic plc announces the sale of the filter-based transmit receive module and
power amplifier businesses of its Wireless Infrastructure division and the
statement on trading for the year ended 31 May 2006
Filtronic plc ('Filtronic'), a leading global designer and manufacturer of
customised microwave electronic subsystems and compound semiconductor components
for the wireless telecommunications and defence industries, announces the sale
of the filter-based transmit receive module and power amplifier businesses of
its Wireless Infrastructure division (the 'Wireless Infrastructure business'
disposal). The proposed disposal does not include Filtronic's activities for
point to point radio backhaul equipment or power amplifier modules, or
Filtronic's other divisions (Compound Semiconductors and Defence Electronics).
Filtronic also issues its statement on trading for the year ended 31 May 2006.
Disposal of the Wireless Infrastructure business
In a separate announcement released today, Filtronic announced that the Boards
of Filtronic plc (LSE: FTC) ('Filtronic') and Powerwave Technologies, Inc.
(Nasdaq: PWAV) ('Powerwave') have entered into a definitive agreement for the
sale to Powerwave of the filter-based transmit receive module and power
amplifier businesses of Filtronic's Wireless Infrastructure Division (the
'Wireless Infrastructure business') for a consideration of 20.7 million newly
issued shares of Powerwave common stock and US$150 million cash. The
transaction is subject to the approval of Filtronic's shareholders, as well as
customary closing conditions and certain regulatory approvals. Powerwave and
Filtronic expect the closing of the transaction to occur in the third quarter of
calendar 2006. The Wireless Infrastructure business's gross assets as at 31 May
2005 were £101.1m and operating profit for the year ended 31 May 2005 was
£18.1m. Filtronic is not expecting a tax charge to arise as a result of this
disposal.
Trading Update
Following the end of the financial year on 31 May 2006, Filtronic also issues
the following statement on trading for this period:
'The overall performance of the group for the financial year is satisfactory.
The performance in the second half of the financial year, compared with the
first half of the financial year, by division was:
• Compound Semiconductors has met its target of run rate operating break even
over the fourth quarter of the financial year with strong revenue growth of
approximately 45%. This has substantially reduced operating losses with
underlying performance in line with market expectations. This is before the
recognition of the release of £2.7m of deferred income in the period arising
from the re-negotiation of arrangements on past government grants.
• Moderate revenue growth in Defence Electronics of approximately 10%,
providing increased underlying profit.
• Revenue decline of 7% in Wireless Infrastructure, reflecting unseasonally low
demand in the third quarter of the financial year (covering December 2005 to
February 2006).
Closing net debt at the end of the financial year was approximately £13m.
A key part of the strategy for the group is to achieve further substantial
growth in value for Compound Semiconductors. This division is seeing strong
long term market growth as the mobile handset industry continues to adopt
switches based on GaAs pHEMT technology, with the expectation that they will be
used in around 80% of handsets produced by 2008.
The Board has therefore committed to a plan to expand the semiconductor facility
to give Filtronic the potential to increase the size of this business by up to
three times in the coming two years, at an estimated cost of £45m over the next
twelve months. This is to meet demand forecasts from a number of established
handset module suppliers and to support its agreement with SELEX. The Board
considers that Compound Semiconductors is well positioned to build on the prior
investment in the facility and, through this expansion, to create substantial
value for the group in the medium term.
To assist in financing the expansion in Compound Semiconductors, and pending the
completion of the disposal of the Wireless Infrastructure business, Filtronic
has arranged an additional bank facility of £15m, which is available until 30
November 2006. Bank facilities are therefore currently £35m. Filtronic will
retain the cash element of the proceeds due on the completion of this disposal
principally to repay bank debt and to finance the Compound Semiconductors
expansion plan outlined above, along with working capital for general corporate
purposes.
The Board will decide the appropriate timing for the sale of the Powerwave
shares, due as part of the proceeds of the disposal of the Wireless
Infrastructure business, and intends, subsequent to their realisation, to return
the proceeds to shareholders.
Commenting on these announcements, Professor David Rhodes, Group Chief Executive
Officer, said:
'2006 has been eventful for Filtronic as I have sought to revitalise the
market's appreciation of the value inherent in the group. As a result of our
review of strategic options, the Board decided that the Wireless Infrastructure
business would have greater opportunities for growth with a larger partner. I
am delighted that this will be Powerwave, enhancing its position as a leading
provider in the commercial wireless infrastructure market.
Part of the expected proceeds will be used to expand Compound Semiconductors
where we have considerable opportunity to grow our presence in the supply of
switch components for mobile handsets. The aim is to enhance our position as
the number one supplier of switches for handsets with a substantial market share
in a market of over one billion units a year, so creating significant value over
the next two to three years.
I have also wanted our shareholders to benefit from the sustained growth we are
currently experiencing in the Wireless Infrastructure market, where our order
book on our largest product line has recently extended from two to twelve weeks
despite increasing our production capacity. The balance of the expected sale
consideration is therefore in Powerwave shares. This will enable our
shareholders to now participate in Powerwave's growth, and indirectly benefit
from the recent significant increase in demand in our Wireless Infrastructure
business.
Contacts:
Filtronic plc
Professor David Rhodes, Group Chief Executive Officer 07850 827 280 (mobile)
Charles Hindson, Group Finance Director 07800 706 319 (mobile)
Filtronic website: www.filtronic.com
Parkgreen Communications
Paul McManus 020 7786 9600/ 07980 541 893 (mobile)
JPMorgan Cazenove
David Anderson, Managing Director 020 7155 4728 / 07748 776 433 (mobile)
This press release contains forward-looking statements within the meaning of
Section 27A of the United States Securities Act of 1933 and Section 21E of the
United States Securities Exchange Act of 1934 that are subject to the 'safe
harbor' created by those sections. Some of the forward-looking statements in
this document can be identified by the use of forward-looking terms such as
'believe', 'intend', 'expect', 'may', 'will', 'estimate', 'should', 'could',
'anticipate', 'plan' or other comparable terms, including statements regarding
benefits of the proposed sale, anticipated future financial and operating
performance and results, including estimates for future revenue, the time
schedule for closing the transaction, satisfaction of conditions to closing, the
use of expected proceeds from the proposed sale. These statements are based on
Filtronic's management's current expectations. There are a number of risks and
uncertainties that could cause actual results to differ materially from
projected results. For example, the parties may be unable to obtain the
necessary approvals required for the acquisition, including regulatory approvals
and approval of Filtronic's shareholders. The sale may involve unexpected costs.
We may be unable to sell the Powerwave common stock we receive as consideration.
Our businesses may suffer as a result of uncertainty surrounding the
acquisition.
JPMorgan Cazenove Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Filtronic
plc. JPMorgan Cazenove Limited is not acting for any other person in relation
to the disposal and JPMorgan Cazenove
Limited will not be responsible to any person other than Filtronic plc for
providing the protections afforded to clients of JPMorgan Cazenove Limited or
for providing advice in relation to the contents of this document or the
disposal.
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