Acquisition
K3 Business Technology Group PLC
03 September 2007
KBT.L
K3 BUSINESS TECHNOLOGY GROUP PLC
('K3' or the 'Company')
Announces
Acquisition of Retail Software Company
Landsteinar Nederland BV
K3 Business Technology Group plc, the IT solutions provider to the supply chain
sector, is pleased to announce the acquisition of the entire issued share
capital of Landsteinar Nederland BV ('Landsteinar'), the Holland-based retail
software solutions business, for an initial consideration of £9.87m (€14.5
million) to be satisfied by a mix of cash and shares, and a further
consideration of up to £3.74m (€5.5 million) to be paid through an earn out
arrangement linked to Landsteinar's performance to 31 August 2009.
Landsteinar, which has offices in The Hague, was established in 2001 and is a
leading distributor of Microsoft-based retail software solutions. It also holds
the worldwide rights to software modules specifically designed for Inter IKEA
System B.V. ('IKEA'), the global home furnishings business. Landsteinar has a
strong domestic and overseas customer base, with over half its customers based
outside Holland. In total, the business has some 40 customers, supporting 300
stores across 12 countries. For the year ended 31 December 2006, Landsteinar
reported turnover of €6.1m and a profit before tax of €2.2 million. As at 31
December 2006, the net assets of Landsteinar were €1.93m. The Directors of K3
expect the acquisition to be immediately earnings enhancing.
In 2004, K3 acquired retail software provider, Alpha Landsteinar Limited, which
now comprises the Group's Retail Software Division and the acquisition of
Landsteinar Nederland is considered by the Company's Board to be entirely
complementary since both companies market and support the same Microsoft
Dynamics based retail software solution. Landsteinar's key management will be
retained following the completion of the acquisition to help exploit existing
opportunities and to assist with the development of other areas of K3's retail
solutions.
The initial consideration is satisfied by £7.40m of cash and the issue of 1.6
million ordinary shares of 25 pence each in the capital of K3 ('Ordinary
Shares') at 153 pence per share. Admission of the Ordinary Shares to trading on
AIM is expected to take place on 6 September 2007. K3's banker, Barclays Bank
plc, is providing debt funding to support the acquisition of Landsteinar. Under
the terms of an earn out agreement with the seller, depending on the growth in
Landsteinar's EBITA over each of the two 12-month periods between completion and
31 August 2009, further consideration of up to £3.74m (€5.5 million) will be
paid.
The Directors intend to issue K3's interim results for the six months ending 30
June 2007 on Friday, 7 September, in advance of which an announcement will be
made of the impact of the adoption of International Financial Reporting
Standards on historical results.
Andy Makeham, Chief Executive of K3, said
'The acquisition of Landsteinar is a compelling one for us since it is highly
complementary to our existing Retail Software business. The Retail Software
Division already supports retail customers in over 18 countries, and the
acquisition of Landsteinar will extend this footprint to over 30. The
acquisition provides very attractive synergies as we sell the same software
products. Additionally, the markets in which both companies operate fit together
well. Landsteinar has a strong presence in the Fashion and Home Retail sectors,
which are key growth markets for us.
We believe the exchange of experience and resource across both businesses will
be of enormous value to the continuing growth and development of each company.
We expect to achieve significant growth in the Landsteinar business over the
coming years and to benefit immediately and in the longer term from the
profitability of this unit.'
For further information:
K3 Business Technology Group plc Today: 020 7448 1000
Andy Makeham, Chief Executive Thereafter: 01282 864 111
David Bolton, Chief Finance Officer
Daniel Stewart & Company Plc (Nominated Adviser) T: 020 7776 6550
Paul Shackleton
Biddicks T: 020 7448 1000
Katie Tzouliadis
Notes to Editors:
K3 provides market-leading, Microsoft-based software solutions to mid-tier
retailers and manufacturers. The Group's strategy has been to build a balanced
business model, with exciting growth prospects offered by the Retail Software
Division and strong recurring income (from annual licence renewals) generated by
the Manufacturing Software Division. By focusing on Microsoft-based software
solutions, K3 has benefited from Microsoft's substantial investment in
mid-market enterprise software. K3 is a member of Microsoft's Inner Circle,
which is reserved for its top 60 sales partners worldwide.
Retail Software Division - K3 is Microsoft's leading reseller of Dynamics
(formerly Navision) software in the UK. The Group recently established sector
specific business units to address specialist niche markets within the retail
sector. These include: Food, Drinks/Breweries, Household Goods and Fashion. This
'verticalisation' strategy enables the Retail Software Division to market itself
as a specialist within its chosen retail markets.
Manufacturing Software Division - K3 has the largest manufacturing customer base
in the UK. This has enabled the business to develop a very close relationship
with Microsoft. The Division is a reseller of SYSPRO products, which is the
acknowledged market-leading software for mid-market manufacturers. In March
2007, K3 acquired the only other SYSPRO distributor in the UK, McGuffie Brunton,
for £12.5m in cash and shares. The Company believes that the potential for the
combined business is significant.
This information is provided by RNS
The company news service from the London Stock Exchange