Disposal, etc
InterX PLC
18 July 2000
InterX plc
Disposal of Ideal Hardware Limited
Investment in Diligenti Limited
Introduction
On 29 November 1999 the Board of InterX plc ('InterX' or the
'Group') announced its intention formally to separate the
business of Ideal Hardware plc ('Ideal'), its IT distribution
business, from the Group in order to focus on the continuing
development of its internet businesses, InterX Technology
Limited (formerly Cromwell Media Limited - 'InterX
Technology') and Electronic Product Intelligence Limited
(formerly IT Network Limited - 'E-PI').
Disposal of Ideal
The Board is pleased to announce that the disposal of Ideal,
to Bell Microproducts, Inc. ('Bell Microproducts') (the
'Disposal') has been agreed, subject to shareholder approval,
for £13.18 million payable in cash on Completion and up to a
further £4.98 million of deferred consideration which will be
payable in cash on 31 March 2001. It is anticipated that the
deferred consideration of £4.98 million will be reduced, inter
alia, by approximately £2.70 million which is expected to be
payable to the Inland Revenue upon Ideal leaving the Group.
Leases for InterX's freehold properties at Fountain Court and
Cox House, Chessington will be granted to Bell Microproducts,
together with an option to acquire these properties for £16
million in cash by 31 October 2000.
For the year ended 30 July 1999, Ideal generated sales of £318
million (1998: £230 million) and profits before taxation of
£6.20 million (1998: £8.73 million). As at 30 July 1999,
Ideal had net assets of £13.42 million. Ideal accounted for
substantially all of the Group's profits in the 15 month
period and two years ended 30 July 1999. The effect of the
Disposal is such that net assets of the Group will increase by
£1.64 million, reflecting the disposal of net assets of £10.96
million and the receipt of net cash proceeds of £12.60
million.
The Disposal is the next step in the implementation of the
Board's stated strategy and will allow the Board to
concentrate on developing the Group into a global software
company. Upon completion of the Disposal, Ian French, Chief
Executive of Ideal, will resign from the Board of InterX.
The proceeds of the Disposal will be used to deliver the
Group's stated strategy. This includes the continued
development and growth in sales of InterX's software products
and the completion of further leverageable investments
designed to extend the global reach of the Group's
technologies and products.
The Board continues to focus on the growth of InterX
Technology as the basis for the future development of the
Group. Accordingly, all the activities of the Group,
subsequent to the Disposal, will be focused upon the Group's
strategy of becoming a global software company.
Leverageable Investments
As part of its strategy to become a global software company
and in order to secure additional opportunities for its
software the Group will, where appropriate, take stakes in
certain businesses. The Group refers to these as leverageable
investments.
ComputerWeekly.com Limited ('ComputerWeekly.com')
On 11 May 2000 the Group announced a joint venture with Reed
Business Information Limited ('RBI') with the intention of
creating the UK's leading internet portal for IT
professionals. The new company, ComputerWeekly.com, pooled
the existing UK on-line IT publishing activities of RBI and E-
PI's www.itnetwork.com.
Diligenti Limited ('Diligenti')
In InterX's listing particulars dated 10 March 2000, the Board
announced that it had signed non-binding heads of agreement to
acquire PharmWeb Limited ('PharmWeb') for a consideration of
£20 million, payable in shares and cash, together with its
intention to provide an additional £10 million of working
capital funding. This acquisition was intended to provide the
platform to develop the www.itnetwork.com business model
within the pharmaceutical industry.
Subsequently, the Board has decided that the Group's strategic
interests would be better served by acquiring a minority stake
in Diligenti, which is expected to give InterX's technology
exposure to the life sciences sector rather than just the
pharmaceutical industry.
Diligenti is a company whose objective is to become a leading
independent intermediary within the life sciences industry,
which includes not only pharmaceuticals but also agriscience
and nutrition. Diligenti will generate revenues from its
target customer base of global life science companies and
professionals through the provision of traditional supplies
and services augmented by the additional revenue opportunities
provided by the internet, including advertising, subscription,
commission and services.
Diligenti expects to achieve its strategic goals by developing
internationally businesses acquired in Europe, the USA and
Asia. Diligenti is currently negotiating a number of
acquisitions in line with its life sciences business model and
is reviewing certain other opportunities. Diligenti has taken
over all negotiations relating to the acquisition of PharmWeb
and has already acquired a significant stake in EasyChem Inc
('EasyChem'). EasyChem is a Chicago-based agrochemical
portal, which currently provides information and decision
support tools for growers in all major agricultural markets
and is developing capability to support e-commerce and
financial services functions.
Diligenti has also an exclusive option to acquire a New York-
based company, for an undisclosed sum, which has been trading
for over three years providing on-line medical solutions for
practitioners in the USA and has the potential to become a
global supplier of syndicated healthcare information and
associated services. This company made a net loss of $925,000
in the year to 31 December 1999 and at 31 December 1999 had
net liabilities of $556,000. The option expires at 30
September 2000.
In July 2000, InterX acquired a 37.5 per cent stake in
Diligenti for £4 million and has today agreed to provide it
with a convertible term loan facility of up to £16 million.
Following completion of its acquisitions, it is anticipated
that InterX's shareholding in Diligenti will be reduced to
approximately 15 per cent.
InterX will work with Diligenti to migrate Diligenti's
acquired businesses onto a common technology platform
incorporating InterX's BladeRunner product. This will provide
InterX's technology with an entry into the global life
sciences market and is expected to result in significant
future licence and other service revenues.
Richard Jewson, non-executive Chairman of InterX, commented:
'The disposal of Ideal is a major step in achieving our stated
objective of transforming InterX from a distribution business
into a global software technology company. This disposal,
together with the appointment of Philip Crawford as CEO from
August, means that we have delivered on the plan which we
announced to shareholders last November.
I would like to take this opportunity to thank all staff at
Ideal for their commitment to the company, particularly during
the course of the negotiations with Bell Microproducts.
Following the success of the IT Network and our joint venture
with Reed Business Information, our investment in Diligenti
provides us with a new and highly significant opportunity to
market our technology within the global life sciences
industry.
I am pleased to report that InterX will in future be
classified in the software and computer services sector.
InterX has applied for inclusion within techMARK.'
Completion of the Disposal is conditional upon shareholders'
approval. An Extraordinary General Meeting for InterX plc
shareholders will be held on 3 August 2000.
For further information, please contact:
InterX plc 020 7769 9200
James Wickes jwickes@interx.co.uk
Simon Barker sbarker@interx.co.uk
Simon Miesegaes smiesegaes@interx.co.uk
Charterhouse Securities 020 7248 4000
Colin La Fontaine Jackson
Citigate Dewe Rogerson 020 7638 9571
Andy Cornelius
Freida Davidson
About Ideal
The Ideal business commenced trading in 1987 as a specialist
distributor of data storage peripherals and systems to the UK
IT reseller market. It floated on the London Stock Exchange in
1994 as Ideal Hardware plc.
Since 1994, Ideal has come to be regarded as one of the
leading UK-based independent IT distributors and has
established itself as a leading IT distributor for a number of
key vendors including Compaq, Fujitsu Siemens, Fujitsu,
Adaptec and Network Associates. Ideal has developed its
leading market position in the UK through an innovative focus
on sales and marketing. In particular, Ideal has developed an
effective method of communicating to a prospective customer
the features, benefits and advantages of any given product.
Investment in providing this value-added service has
underpinned gross margins which historically have been greater
than those of its competitors.
About Bell Microproducts
Bell Microproducts (NASDAQ: BELM) is a value-added provider of
a wide range of high technology products, solutions and
services to the industrial and commercial marketplace. The
company's offering includes semi-conductors, computer
platforms, peripherals and storage products of various types
including desktop, high-end computer and storage subsystems,
fibre channel connectivity products, RAID, NADS and SAN
storage systems and back-up products. Bell Microproducts is
an industry-recognised specialist in storage products and is
one of the world's largest storage centric value-added
distributors.