Smiths Group PLC
9 March 2001
Smiths to extend detection systems activities
with agreed offer for Barringer Technologies Inc.
Smiths Group is to extend its specialist activities in chemical detection and
protection systems with the acquisition of Barringer Technologies Inc., a
publicly traded company listed on NASDAQ. Barringer manufactures drug and
explosives detection equipment used extensively for airport security and law
enforcement applications.
Agreement has been reached in principle for Smiths to acquire Barringer for
$87.6m (£60m) gross, payable in cash. Barringer has substantial cash balances
which are expected to reduce the net cost of the acquisition to approximately
$49 million at closing.
Smiths' offer of $11.05 per share compares with Baringer's closing share
price, on Thursday 8 March, of $10.00. The offer has been recommended by the
Board of Barringer to its shareholders and is now subject to their approval
and the approval of the regulatory authorities, with decisions expected by the
end of April.
In the year to 31 December 2000, Barringer reported sales of $28 million,
representing a 39% increase over the previous year, and operating profits of
$5 million.
Keith Butler-Wheelhouse, chief executive of Smiths Group commented: 'The
application of technologies which reduce security threats to civilians and the
armed forces is creating a considerable business opportunity for Smiths.
Barringer is strong in civilian markets, such as counter-terrorism,
complementing our existing military activities and reinforcing Smiths'
position as one of the world's leading specialists in nuclear, biological and
chemical detection equipment.'
Barringer's principal product area is a range of portable devices to detect
explosives and narcotics. The US Federal Aviation Authority is a major
customer and with the installation of explosive detection devices now a
mandatory requirement in most US airports, the FAA has recently signed a
contract with Barringer for the supply of up to 800 detectors over the next 3
years, valued at some $28m.
International air safety legislation is creating a new export demand and as
Barringer's installed base grows, the company is developing a considerable
after-sales support business, including maintenance contracts. In addition to
the civil aviation market, Barringer's US non-military customer base includes
the FBI, the Drug Enforcement Agency and numerous law enforcement
organisations.
In a development of its core technology, Barringer has recently launched a
walk-through trace detector and will soon be launching an automated baggage
screening system, developed under a grant from the FAA. Barringer's detection
systems are also being tested for commercial applications in the
pharmaceutical, food processing and other industries.
Barringer's core technology is the same as that used by the existing Smiths
Detection & Protection Systems Division businesses, Graseby Dynamics in the UK
and Environmental Technologies Group in the US. The acquisition will therefore
lead to significant synergies in future product development and offers the
prospect of increased exports, using Smiths' established sales channels.
With its headquarters in Warren, New Jersey, Barringer's main manufacturing
base is near Toronto, Canada and the company has customer support offices in
the UK, France and Malaysia. Together, these operations employ 170 people.
Smiths Group is a global business with market-leading positions in each of its
four operating businesses: advanced aerospace systems; mechanical and polymer
seals; medical devices and critical care equipment; and specialised industrial
products for interconnect & air movement applications. Further information on
Smiths can be found on the company's website: www.smiths-group.com.
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