Acquisition
22 February 2011
OMG plc
Acquisition of Sensing Systems, Inc
Establishing OMG as leader in a growing market
OMG plc, Oxford Metrics Group (LSE: OMG), the technology group providing image understanding products for the entertainment, defence, life science and engineering industries, is pleased to announce that it has acquired Sensing Systems, Inc. ("Sensing"), a leading provider of software products and services for aerial platforms demanding superior digital media capability, for a maximum consideration of up to $8.5m (£5.3m).
A combination of Sensing and 2d3, OMG's defence and aerial imaging business, is highly complementary. 2d3 and Sensing are currently both well positioned within the growing video intelligence market and work directly both with government departments and with key prime contractors in the space including: US Department of Defence, UK Ministry of Defence, US and UK civilian agencies and commercial customers. Sensing will provide OMG with instant operational capabilities by opening up a wide array of digital media opportunities.
The addressable market of both businesses will expand considerably. 2d3 has a strong track record of creating vision science capabilities, which are used by analysts to enrich the raw image content from aerial platforms into powerful and actionable reports. Sensing will add value with its proven ability to provide low-level video import and export tools as well as standards compliant software libraries.
The acquisition will establish OMG as a new leader in a growing market and will accelerate the growth of 2d3's defence and aerial imaging business, fulfilling OMG's strategic objective to expand its operations in this important marketplace. The deal represents the next important step in the development of the 2d3 business. A combined entity will exploit both 2d3 and Sensing's existing involvement in the US and UK, establishing a strong position in a number of important US and NATO-related projects.
The acquisition comprises an initial consideration of $3.5m (£2.2m) with $2.5m (£1.6m) in cash and $1m (£0.6m) in OMG shares, to be satisfied by the issue of 1,568,964 new ordinary shares. In addition, a contingent share consideration of up to $5m (£3.1m) is based on the achievement of three cumulative revenue goals and is expected to be paid out over the course of a four year period following the completion of the acquisition.
For the full year ended 31st December 2010, Sensing reported revenues of $1.5m (£1.0m) and a profit before tax of $0.3m (£0.2m). OMG expects the acquisition to be earnings neutral during the first year post acquisition, however assuming the achievement of revenue goals during the earn-out period the acquisition is expected to become increasingly earnings enhancing for OMG in subsequent financial years.
Application will be made for 1,568,964 new ordinary shares, comprising the initial share consideration, to be admitted to AIM, with admission expected to become effective on 28 February 2011.
Nick Bolton, Chief Executive of OMG plc, said:
"I am pleased to be announcing this acquisition of Sensing, which represents an exciting opportunity for OMG by providing a number of important benefits, such as integrated product sets, new functionality and access to new customers, particularly in the US. Technology is at the heart of OMG and bringing these businesses together will provide a strengthened platform for us to grow in the expanding video intelligence market."
For further information please contact:
|
OMG plc |
+44 1865 261800 |
|
Nick Bolton, CEO David Deacon, CFO |
|
|
|
|
|
Financial Dynamics |
+44 20 7831 3113 |
|
Matt Dixon / Emma Appleton / Charles Palmer |
|
|
|
|
|
Evolution Securities (NOMAD to OMG) |
+44 20 7071 4300 |
|
Jeremy Ellis / Chris Clarke |
|
Notes to Editors
About Sensing
Sensing Systems, Inc. (Sensing) was established in July of 2000 and is a leading provider of software products and services for digital media management and exploitation. Sensing leverages its expertise in software development, advanced digital media processing, and system architecture to produce state-of-the-art software. Sensing is based in Silicon Valley, San Mateo, California. Sensing currently employs 10 members of staff.
Sensing's Media Toolkit is a software development kit (SDK) with advanced applications used for numerous digital media purposes. The SDK offers developers and extensive application programming interface (API) to operate on media from diverse sources (cameras, network streams, archives, etc) and provide a staggering level of conversation, management, and exploitation capabilities.
Sensing's software libraries form the foundation for their customers' user facing software tools and applications. Sensing libraries are the 'engine' that drives video processing in several vertical markets, including a significant footprint in the US Department of Defence through most of the key prime contractors in the space.
The Toolkit provides the applications and building blocks to unleash a wide array of digital media capabilities such as: Media Delivery; Archival; Playback; Query; Media Decoding; Encoding and Transcoding; Standards Compliance; Synchronous Audio; Video; Mosaicking; Stabilization and Scalable Architecture.
About 2d3
Since 1999, 2d3 Ltd has supplied a range of computer vision products, all based on "3D from the moving image", mainly to the film and television production industries. The company's primary product, boujou, the world's leading automatic camera tracker, is now used by most film and video post-production companies to generate visual effects requiring accurate registration of real and virtual images. boujou became a member of the Vicon product range in March 2009. Vicon is a sister company of 2d3.
In 2006, 2d3 established the Advanced Imaging Group. The group has developed a set of demonstrators covering a wide range of real-time and off-line computer vision capabilities for processing of aerial motion imagery. These demonstrators have generated widespread acclaim at international industry venues, including Farnborough International Airshow and AUVSI. As a result, 2d3 has already won contracts from UK MoD, with many more in prospect from industrial and government customers in Europe and US.
2d3 has a foot hold on both sides of the Atlantic with key defence contractors in the US, strengthening links with the UK Ministry of Defence, and is an established player within the US ISR (Intelligence, Surveillance, Reconnaissance) market, where there is a fast growing recognition and demand to manage intelligence from video.
About OMG
OMG plc (Oxford Metrics Group. LSE: OMG) is a group of technology companies producing image understanding products and services for the entertainment, defence, life science and engineering industries.
Be it for capturing the movements of actors (for the movie industry), sportsmen (for video games or improving team performance), or children with Cerebral Palsy, rehab patients and animals (for medical, life science and research industries); or recording the condition of highways and the assets that surround them or assessing the value of properties; or even providing image intelligence and situational awareness from drone aircraft. Through this diversified offering the Group has earned its strong international reputation for precision from pixels.
Founded in 1984, the Group is headquartered in Oxford, UK, and has four offices in the US and two in the UK. It has customers in over 50 countries and is a quoted company listed on AIM, a market operated by the London Stock Exchange. The Group trades through three operating subsidiaries: Vicon, the world's largest motion capture and movement analysis company, 2d3, a manufacturer of specialised image understanding software for defence applications, and Yotta, our highways and property surveying business.
The Group's global clients spanning the worlds of science, medicine, sport, engineering, gaming, film and broadcast include: major hospitals and research facilities such as Guy's Hospital, Nuffield Orthopaedic Centre and Loughborough University, engineering industry leaders including: Ford Motor Company, BMW, Airbus and Toyota, and in the entertainment sector; Sony, Industrial Light and Magic, The Moving Picture Company (MPC), Sega, Nintendo, UbiSoft, EA and Square Enix. In surveying clients include Miami-Dade county, Atkins, and Oxfordshire, Cumbria, Derbyshire and Pembrokeshire County Councils as well as many others.
For more information about OMG and its subsidiaries, visit www.omgplc.com, www.vicon.com, www.2d3.com, www.yottadcl.co.uk or www.yottamvs.com.
Ends
This information is provided by RNS