Acquisition of RAS AG

RNS Number : 9937W

HeiQ PLC

29 April 2021

 

This article is not intended to be distributed in the USA.

29 April 2021

HeiQ Plc

("HeiQ" or "the Company")

Acquisition of RAS AG

HeiQ Plc (LSE: HEIQ), an established global brand in materials and textile innovation which operates in high-growth markets, is pleased to announce that it has strengthened its antimicrobial ingredients technology platform and expanded its product line to include coating technologies through the acquisition of 100% of the share capital and voting rights of RAS AG, Regensburg, Germany ("RAS AG", "the Acquisition"). The Acquisition is for a consideration of €5.1 million, with €1.25 million payable in cash and €3.85 million through the issue of 1,701,821 new ordinary shares by HeiQ. It includes an additional earn out consideration dependent on RAS AG's growth and 2021 calendar year EBIT. The earn out consideration is capped at an additional €5 million in shares for achieving a €2 million EBIT in 2021 and will be satisfied through the issuance of new ordinary shares ("earn out shares").

RAS AG is a materials innovation company that drives the development of resource-efficient and sustainable products. RAS AG develops and manufactures highly functionalized materials for this purpose. This includes the manufacture of antimicrobial, hygiene -enhancing additives and durable antimicrobial coating systems which are sold worldwide under the trademark agpure®, and   transparent electrically conductive and infrared reflective coatings sold under the ECOS® trademark. The A cquisition is in line with HeiQ's strategic goal to gain market share in hygiene solutions by providing antimicrobial surface hygiene technologies to the healthcare sector. This is building on the acquisition of Chrisal N.V. Belgium concluded earlier this year, which gives HeiQ expanded access to the healthcare sector through probiotic and synbiotic cleaners.

Additional Highlights

· RAS AG recorded revenue of € 2. 5 million for the year ended 31 December 2020 and an EBITDA of € 0. 52 million - unaudited.

· RAS has over 50 commercial customers, including Bosch, Siemens, Freudenberg, aap Implants and Diehl Defence in Germany, providing cross-selling opportunities for HeiQ

· RAS AG has 26 employees, of which 6 are PhDs, and is located at the technology campus near the University of Regensburg, Bavaria, Germany

· The current management team is fully committed and remains in place to foster future growth and innovation as part of HeiQ

HeiQ co-founder and CEO Carlo Centonze, said: "The acquisition of RAS AG adds to our technology portfolio and innovation capabilities, allowing us to push deeper into markets including durable surface protection, antimicrobials, conductive transparent materials, infrared reflective coatings, controlled release technologies and R&D innovation services. Gaining market share in hygiene solutions by providing antimicrobial surface hygiene technologies to the healthcare sector is one of HeiQ's key strategic goals. RAS AG's resource-efficient and sustainable products, together with its technology platforms and HeiQ's expertise and commercial reach represent an exciting combination to achieve this goal. Like HeiQ, RAS AG is a very entrepreneurial, science-driven business and is therefore an excellent cultural fit for HeiQ. Located practically on campus of one of Germany's leading materials and life science universities, RAS AG is ideally positioned to bring additional innovation capabilities to HeiQ's global R&D network. We look forward to working with Dr. Zech, Dr. Maier, Dr. Nusko, Mr. Schneider and the RAS team."

Dr. Zech, CEO and Mr. Schneider, CSO of RAS AG, commented:

"As an early pioneer in silver-based technologies for antimicrobial and transparent conductive coating applications, there are strong synergies with HeiQ. HeiQ provides the expertise, infrastructure and global market access to meet the growing demand of our outstanding technologies. In combination with the RAS innovation center, we enrich HeiQ's global R&D team with new impulses and our longstanding expertise and innovation networks. We are proud to be part of the HeiQ Group, the entire RAS team looks forward to a fruitful cooperation."

Further Information on RAS AG:

RAS AG is an innovation driver in the design of resource-efficient and sustainable products for a safe and modern living environment. The company develops and produces highly functionalized materials for this purpose and is a service provider in shaping markets with scientific creativity and know-how (the "RAS Business").

The RAS Business is split into the following business units:

· "RAS Advanced Materials" expands its activities in the field of technologies and materials that are on the threshold of industrial production, taking care of scale-up, application developments and approvals, with a focus on metal/metal-oxide and controlled release materials for fragrances, perfumes, and repellents.

· "RAS Antimicrobial Technologies" is a manufacturer of hygiene additives and coatings which are sold worldwide under the trademark agpure®.

· "RAS Innovation Center" offers its customers development services to create technologically based product innovations. The Innovation Center provides highly qualified R&D resources for SMEs and for the industry. The focus is on chemistry, nanotechnology, hygiene, construction, and renewable energies.

· "RAS transparent electrically conductive and infrared reflecting coating technologies" enable highly transparent, electrically conductive and IR shielding applications. The applications are sold under the ECOS® trademark.

Issue of Equity and Total Voting Rights

The Company will issue 1,701,821 new ordinary shares ("Consideration Shares") to the sellers of RAS, at a price of £1.9672 per share, which is the average 5 day closing price prior to signing in order to part satisfy the consideration due. Applications will be made for the Consideration Shares to be admitted to the standard segment of the Official List, and to trading on the London Stock Exchange's Main Market ("Admission").

It is expected that Admission will become effective, and that dealings in the new Ordinary Shares are expected to commence, at 08.00a .m. on 5 May 2021.

Following Admission, the total number of Ordinary Shares in issue will be 128,695,653 and the total number of voting rights will therefore be 128,695,653. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

The number of earn out shares to be issued is not known at this point in time as it is dependent on the achievement of EBIT targets for 2021 by RAS AG. The Company will make a further announcement should these targets be met.

This announcement contains inside information.

For further information, please contact:

HeiQ Plc Carlo Centonze (CEO)	[phone]
Arlington Group Asset Management Limited (Financial Advisor and Joint Broker) Charles Cannon Brookes	[phone]
Cenkos Securities plc (Joint Broker) Stephen Keys / Callum Davidson	[phone]
SEC Newgate (Media Enquiries) Elisabeth Cowell / Robin Tozer / Megan Kovach	[phone] HeiQ@s ecnewgate .co.uk

About HeiQ

HeiQ is a pioneer and at the forefront of global technology in the $10 billion antimicrobial fabrics and $24 billion textile chemicals market. With the focus on materials and textile innovation, HeiQ has created some of the most effective, durable and high-performance technologies and textile effects in the market today, which cool, warm, dry, repel, purify, and destroy viruses. Since 2005, HeiQ has developed over 200 technologies in partnership with 300 major brands.

HeiQ is a high intellectual capital company which has successfully built up a reputation in textile technologies, having won multiple awards and innovating with leading eco-conscious brands such as Patagonia.

Led by an experienced management team, HeiQ rapidly researches new solutions for partners, quickly delivers scale up manufacturing from its sites across the world and helps partners market the product to end consumers - aiming for lab to consumer in months.

HeiQ aims to deliver growth for its shareholders through a combination of increased sales of its core products and by entering additional lucrative markets through disruptive innovations.

 

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