Disposal
Filtronic PLC
09 August 2005
FILTRONIC PLC ('Filtronic')
Sale of Handset Products Division to Technitrol, Inc
Filtronic (LSE - FTC/L), an original designer and global manufacturer of
microwave electronic subsystems for the wireless telecommunications and defence
industries, announces the agreed disposal of its mobile handset antenna
business, LK Products OY ('LK'), to Technitrol, Inc (NYSE - TNL), a worldwide
producer of electronic components and electrical contact products and other
products to a diversity of electronics-based and electrical industries, for an
initial consideration of €67 million (approximately £46.6m or approximately
$82.8 million).
In addition, the terms of the purchase include a revenue-based deferred
consideration whereby Technitrol will pay Filtronic one Euro for each Euro of
revenue in excess of €85 million achieved by LK for the 12 months ending 31 May
2006. Closing of the transaction is expected before 30 September 2005.
The consideration proceeds are being financed either entirely with cash on hand
or with a combination of cash and credit under Technitrol's multi-currency
credit facility.
LK is the market leader in the provision of internal antennas for mobile
handsets, with an estimated global market share of about 16%. It is based in
Kempele, Finland and has additional production operations in China and Hungary,
with offices in South Korea and San Diego, California. LK contributed 17%, or
£50 million (2004 restated: £60.2 million), of Filtronic's total group sales of
£262.9 million in its financial year ended 31 May 2005 (2004 restated:
£245.1milliion) and made an operating profit of £3.6 million (2004 restated:
£11.2 million). As at 31 May 2005, LK represented consolidated gross assets
of approximately £48 million, including goodwill of approximately £27m.
Said John Roulston, Filtronic CEO, 'The sale of the handset products business
serves strategic goals for both buyer and seller and will also bring advantage
to customers. Filtronic will use the proceeds to eliminate its long-term bank
debt, thereby freeing the company to take more advantage of the growing wireless
infrastructure market. Technitrol, on the other hand, will gain immediate market
share in a business sector where its volume production methods and material
sourcing capacity can contribute efficiencies and its market imprint can
accelerate diversification. Customers will benefit from the energy of the new
ownership and the synergies forged with Technitrol's volume product range.'
'Filtronic will continue to cooperate technologically with LK Products so that
strategic plans for the ongoing group are preserved by this sale. Throughout the
sale process we became very impressed by the outlook of Technitrol's management
and we firmly believe our technology cooperation will bring future business
opportunities for both of us.'
In Filtronic's preliminary results for the financial year ended 31 May 2005, the
Company disclosed last week that its core Wireless Infrastructure increased
sales to £168.4 million (2004 restated: £145.2 million) and produced an
operating profit of £18.1 million (2004 restated: £10.7 million). Its other
division, Integrated Products, produced a sales increase to £43.6 million (2004
restated: £38.4 million) and its loss declined to £9.9 million (2004 restated:
Loss £13.4 million). Particular emphasis was put on ramping sales of compound
semiconductor pHEMT switches to handset giant RF MicroDevices through a
strategic supply agreement announced at the half-year.
Sales at LK declined 17% year on year in 2004/2005, reflecting lower than
anticipated levels of activity in the second half of the financial year with
reduced levels of activity with the division's principal customer. Antenna
volumes in the financial year were 104 million units (2004 121 million units),
of which over 50% were manufactured in China. The operating margin reflected
this reduced level of activity and with the impact of the fixed nature of
depreciation on automated lines in Finland, operating margins for the year fell
to 11% before goodwill amortisation, 7% after goodwill amortisation.
In its current fiscal year, LK is expected to produce a strong recovery in
revenue as projects acquired and product qualified over the past nine months
reach production ramp-up. The longer term outlook is supported by efforts in
ceramic antennas for cellular and non-cellular applications and extruded metal
structures for integrated assemblies.
Roulston said, 'The strong forecast for recovery in LK is based on specific
projects for identified customers and is the fruit of technical efforts over the
past year. It underpins the value of the revenue-based earn-out component of the
deal for Filtronic's shareholders.'
The LK business will be the cornerstone of the antenna products division within
the newly formed signal products group at Technitrol's Pulse unit. 'LK is a
cutting-edge antenna and wireless component integration business that will give
Pulse a very strong presence in the rapidly advancing wireless communications
market,' said Technitrol Chairman and Chief Executive Officer James M. Papada,
III. 'With an estimated 16% of the global market, LK is the world's number-two
supplier of handset antennas, with solid positions at Nokia, the world's leading
cell phone maker, and Samsung, the fastest-growing major cell phone producer.
To the combined business, Pulse brings global manufacturing disciplines,
marketing expertise and customer relationships that will facilitate expansion of
existing markets and entry into new markets.'
LK is the world's leading supplier of internal antennas for mobile devices, the
primary focus of the business and the fastest-growing handset antenna platform.
It is also a leader in the integration of single or multiple antennas with other
components in wireless devices to increase functionality and save space. It
employs more than 100 research and development personnel and holds 250 active
and pending patents. Its patents span the areas of RF technology, manufacturing
processes, mechanical characteristics and component integration strategy.
JPMorgan Cazenove acted as sole financial adviser to Filtronic.
Commenting on outlook in Filtronic's fiscal 2005 results announced on 1 August,
Executive Chairman, Prof. David Rhodes said, 'We see continued growth prospects
for the group. Wireless Infrastructure is experiencing a substantial market
recovery and the strategic efforts undertaken over the past few years in power
amplifiers is increasing our presence in this important market sector. In
Integrated Products, we have acquired volume contracts in compound
semiconductors for our foundry at Newton Aycliffe and strengthened our defence
position in the United States.'
ENDS
A conference call for analysts will take place at 3.00pm
(for no longer than 45 minutes) on Tuesday 9 August 2005.
For details please contact Paul McManus on 020 7153 1485 or
paul.mcmanus@binnspr.co.uk
For further information, please contact the following:
Filtronic Plc
John Roulston, Group Chief Executive Officer Tel: 01274 530 622
Mob: 07800 706 318
Charles Hindson, Group Finance Director Tel: 01274 530 622
Mob: 07800 706 319
www.filtronic.com
Binns & Co PR Ltd
Peter Binns Tel: 020 7153 1477
Mob: 07768 392 582
Paul McManus Tel: 020 7153 1485
Mob: 07980 541 893
JPMorgan Cazenove
David Anderson Tel: 020 7155 4728
Technitrol, Inc
David J. Stakun, VP, Corporate Communications Tel: 001 215 355 2900, ext. 228
Mob: 001 267 467 2367
www.technitrol.com
About Technitrol, Inc
Based in Philadelphia, Technitrol is a worldwide producer of electronic
components, electrical contacts and assemblies and other precision-engineered
parts and materials for manufacturers in the data networking, broadband/Internet
access, telecommunications, military/aerospace, automotive and electrical
equipment industries.
This information is provided by RNS
The company news service from the London Stock Exchange