Acquisition of Zimiti Limited

RNS Number : 6996I

Digital Barriers plc

20 June 2011

 



20 June 2011

Digital Barriers plc

("Digital Barriers" or the "Company")

Acquisition of Zimiti Limited

Digital Barriers plc (AIM: DGB), the specialist provider of products and services to the homeland security market, is pleased to announce the acquisition of Zimiti Limited ("Zimiti") (the "Acquisition"), on a cash free, debt free basis.

Founded in 2000, Zimiti, based in Cambridge, UK, focuses on the development of Unattended Ground Sensor ("UGS") technology.  UGS solutions are used in a range of surveillance and protective applications across both the defence and security sectors, and are particularly effective in remote or hostile locations.

Rationale for the Acquisition

The board of Digital Barriers (the "Board") believes that the international market opportunity for Zimiti's UGS technology is potentially significant.  The Board also believes that the UGS technology under development at Zimiti has applications in markets that are key strategic priorities for Digital Barriers, primarily: Defence, Border Control, Critical Infrastructure Security, and in specific vertical industries such as Oil and Gas. The Acquisition will further broaden Digital Barriers' offering in these markets and verticals and is complementary to the core video surveillance capabilities the Company has already acquired.

Terms of the Acquisition

Under the terms of the Acquisition, Digital Barriers will acquire the entire issued share capital of Zimiti on a cash-free, debt-free basis.

Initial consideration of £1.5 million in cash, to be satisfied from the Company's existing cash reserves, is payable to the vendors of Zimiti on completion of the Acquisition. 

Dependent upon the successful satisfaction by Zimiti of certain financial and operational targets in the period from completion of the Acquisition to 30 September 2013, further deferred consideration may be paid up to a maximum total consideration of £10.0 million.  This deferred consideration would be satisfied by the payment of a maximum of £4,250,000 in cash, with the balance satisfied through the issue of new Ordinary Shares.

Financial information

Zimiti's latest accounts for the financial year ended 28 February 2011 reported turnover of £144,000 with loss before interest and tax of £301,000.  As at 28 February 2011, Zimiti had net assets of minus £1.1m, which are being settled as a deduction from the initial consideration on completion.

Colin Evans, Managing Director of Digital Barriers commented:

"Zimiti has compelling, high-quality IP with a broad range of applications for the growing Unattended Ground Sensor market. The Zimiti team is engaged with customers on the development of next generation UGS capabilities and we share their belief that this technology will have strong potential in both the defence and security sectors. This fits very well with our own strategy and we look forward to working with them to continue the development of this technology and to introduce the resulting products to customers in the UK and overseas."

For further information please contact:

Digital Barriers plc	[phone]
Tom Black, Executive Chairman
Colin Evans, Managing Director
Investec Investment Banking	[phone]
Andrew Pinder/Dominic Emery
Financial Dynamics	[phone]
Edward Bridges/Matt Dixon

About Digital Barriers

Founded by the leadership team behind Detica Group, Digital Barriers is focused on the provision of specialist products and services to the homeland security market where the threat of international and domestic terrorism represents a compelling commercial opportunity.  Over time, the Company aims to become a mid-market specialist, working directly with end-customers and internationally through key partner organisations, to provide focused, proportionate and effective solutions for the protection of high-profile targets, crowded spaces and the critical national infrastructure.

www.digitalbarriers.com

Disclaimer

This announcement includes statements that are, or may be deemed to be, "forward-looking statements".  These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology.  These forward-looking statements include matters that are not historical facts.  They appear in a number of places throughout this announcement and include statements regarding the Company's current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets.  By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances.  Actual results and developments could differ materially from those expressed or implied by the forward-looking statements.  Forward-looking statements may and often do differ materially from actual results.  Any forward-looking statements in this announcement are based on certain factors and assumptions, including the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity.  Whilst the Company considers these assumptions to be reasonable based upon information currently available, they may prove to be incorrect.  Save as required by law or by the AIM Rules for Companies, the Company undertakes no obligation to publicly release the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Company's expectations or to reflect events or circumstances after the date of this announcement.

Ends

 

END

 

 

ACQEAFKNFELFEAF