Acquisition

Anite Group PLC 03 November 2006 For immediate release 3 November 2006 Anite Group plc Acquisition of Elektrobit's Wireless Network Test Business Anite Group plc ('Anite', the 'Company' or the 'Group') announces that it has agreed to acquire from Elektrobit Group plc ('Elektrobit') its Nemo Network Test business unit, comprising the entire issued share capital of each of Nemo Technologies Ltd. and Elektrobit Group Pte. Ltd. and certain other related assets ('Nemo') (the 'Proposed Acquisition'). Nemo is a leading Finnish-based, global provider of specialist systems and software for mobile phone network testing. Highlights of the Proposed Acquisition • Consideration of €85 million (£57 million(1)) payable in cash upon completion, subject to certain post-completion adjustments, with up to an additional €12 million (£8 million (1)) payable in cash upon the achievement of certain financial performance targets in the year to 31 December 2007. • Represents an exciting opportunity to strengthen the Group's Telecoms business. In particular, the directors of Anite (the 'Directors') believe that the enlarged Telecoms business will benefit from: - extended product offering, adding network testing to Anite's current focus on handset testing; - attractive portfolio of proven revenue-generating products together with exciting new developments in the pipeline; - greater access to a large and expanding market driven by rollout of new wireless technologies including 3G and its evolutions; - further investment in our most successful market; - valuable complementary relationships with key wireless operators and extended geographical coverage; and - R&D benefits to arise through shared knowledge and customer/supplier relationships. • Nemo has more than doubled its sales and operating profits over the last three years with strong margins. • Expected to materially enhance adjusted earnings per share (before amortisation of intangible assets and exceptional items) in the first full year of ownership(2). • To be funded from renegotiated banking facilities provided by Lloyds TSB, comprising loans of up to a maximum amount of £90 million, including a revolving credit facility. • Due to the relative size of the Proposed Acquisition it is conditional on the approval of Anite's shareholders, and a circular will be posted to shareholders in due course. Commenting on the Proposed Acquisition, Steve Rowley, Anite's Chief Executive said: 'The transformation of Anite continues with the acquisition of Nemo. It builds on our already strong global position in wireless testing and firmly puts Telecoms at the heart of the Company.' Enquiries For further information, please contact: www.anite.com Anite Group plc 01753 804000 Steve Rowley, Chief Executive UBS Investment Bank 020 7568 2207 Sean Bennett, Executive Director Smithfield 020 7360 4900 Reg Hoare/Sara Musgrave UBS Investment Bank is acting as financial adviser to Anite. A presentation for analysts will be held today at 9.45 for 10.00am at The Theatre & Gallery, London Stock Exchange, 10 Paternoster Square, London, EC4M 7LS. Print resolution images are available for the media to view and download from www.vismedia.co.uk About Anite Group plc Anite is an international IT company whose primary business is the provision of business critical solutions based on its deep sector knowledge of the telecoms, public sector, and travel markets. These solutions almost always include at their core the supply of Anite-owned software products. The Group offers a comprehensive service to its customers, including implementation, systems integration, maintenance and managed services. Headquartered in the UK, the Group now employs around 1,300 staff in ten countries across Europe, America, and Asia Pacific. Anite solutions are recognised as market leaders in their fields. For example: •all the leading global mobile phone manufacturers use Anite software, •3 out of 4 UK Local Authorities use Anite applications, and •around 40% of UK package holiday bookings were made using Anite systems last year. Telecoms Anite provides specialist systems and software for mobile phone network simulation and handset testing around the globe for all of the world's leading mobile phone manufacturers and many operators, component manufacturers and test laboratories. Public Sector Anite is a market leader in software and solutions to key parts of local government, such as local tax collection, benefits payments, housing management and social care solutions as well as an important supplier of secure information solutions to the law enforcement markets. Travel Anite is one of the leading travel and transportation technology solution providers for tour operators, air fare consolidators as well as cruise, ferry, motor and rail inclusive operators. International International brings together Anite's German consultancy businesses, focusing on IT consultancy and systems integration in a range of vertical markets including finance, telecoms and public sector. Acquisition of Elektrobit's Wireless Network Test Business Anite Group plc ('Anite', the 'Company' or the 'Group') announces that it has agreed to acquire from Elektrobit Group plc ('Elektrobit') its Nemo Network Test business unit, comprising the entire issued share capital of each of Nemo Technologies Ltd. and Elektrobit Group Pte. Ltd. and certain other related assets ('Nemo') (the 'Proposed Acquisition'). Nemo is a leading Finnish- based, global provider of specialist systems and software for mobile phone network testing. Due to the relative size of the Proposed Acquisition, it is conditional on the approval of Anite's shareholders and a circular containing detailed information on the Proposed Transaction (the 'Circular') will be posted to shareholders in due course. Details of the Extraordinary General Meeting of Anite to be held for the purpose of obtaining shareholder approval for the Proposed Acquisition will be set out in the Circular. Highlights of the Proposed Acquisition The consideration payable by Anite for Nemo is €85 million (£57 million (1)), subject to a post-completion adjustment based upon the level of net assets, liquid assets and US inventory in Nemo at completion (the 'Purchase Price'). In addition to the Purchase Price, an additional amount, capped at €12 million (£8 million (1)), is payable in cash upon the achievement of certain financial performance targets of Nemo in the year ending 31 December 2007. The directors of Anite (the 'Directors') believe that the enlarged Telecoms business will benefit from: - an extended product offering, adding network testing to Anite's current focus on handset testing; - an attractive portfolio of proven revenue-generating products together with exciting new developments in the pipeline; - greater access to a large and expanding market driven by the rollout of new wireless technologies including 3G and its evolutions; - further investment in our most successful market; - a valuable set of complementary relationships with key wireless operators and an extended geographical coverage; and - R&D benefits to arise through shared knowledge and customer/supplier relationships. Elektrobit and Anite will also, at completion of the Proposed Acquisition, enter into an agreement for the provision by Elektrobit of services on a transitional basis to Nemo (the 'Transitional Services Agreement'). The purpose of the Transitional Services Agreement is to enable Nemo to carry on its business with minimal disruption post-completion. The Directors estimate that the Proposed Acquisition will result in one-off separation costs of approximately £0.3 million and ongoing costs of approximately £0.5 million per annum. The Proposed Acquisition is expected to materially enhance adjusted earnings per share (before amortisation of intangible assets and exceptional items) in the first full year of ownership (2). For the year ended 31 December 2005, Nemo generated sales of €22.4 million £15.0 million (1)) (2004: €12.6 million), operating profit from continuing operations of €8.4 million (£5.6 million(1)) (2004: €3.8 million) and profit for the year after tax of €6.8 million (£4.6 million (1)) (2004: €2.7 million). The Proposed Acquisition is to be funded from renegotiated banking facilities, provided by Lloyds TSB, comprising loans of up to a maximum amount of £90 million. In the event that the Company does not successfully obtain the approval of shareholders for the Proposed Acquisition before 31 December 2006, the Company is required to pay Elektrobit a break fee of 1 per cent of the unadjusted Purchase Price. Information on Nemo Nemo develops, produces and sells a range of software-based testing solutions for the measurement and analysis of the quality of the air interface between mobile terminals and the radio access infrastructure. The solutions offered by Nemo are applicable across a wide spectrum of cellular standards, including GSM, GPRS, EDGE, WCDMA, HSDPA, AMPS, cdmaOne, CDMA2000 and TETRA. Nemo's product range provides solutions for outdoor and indoor measurement using laptops, tablet PCs and smart-phones. The Directors believe that Nemo's historic links with Nokia have enabled the development of its strong R&D base. Nemo's core strengths have meant that it is often first to the market with new technology solutions in its niche areas. Nemo currently provides four key product lines and intends to launch a fifth in early 2007: - Nemo Outdoor is a powerful modular laptop-based tool which can test across the full range of mobile technologies interfacing to 40 different handset types; - Nemo Handy, a first-to-market product, is a Symbian-based handheld air interface measurement tool which incorporates testing software embedded into a smart-phone; - Nemo Q, a product launched in June 2006, is a background application running on a standard mobile terminal, enabling the end user to report performance issues; - Nemo Analyze is a post-processing tool for analysing and evaluating the test data captured by Nemo's measurement products; and - Nemo Autonomous is due to be launched in 2007 and removes the need for human interaction to test and manage the collection of air interface data across multiple tools. Headquartered in Oulunsalo, Finland, Nemo employs sixty-one people: thirty-nine in Finland, seven in the USA, eight in Singapore, five in China, one in France and one in the United Kingdom. Outside of these territories, Nemo operates an indirect sales model using distributors in target territories, allowing wide geographical coverage to be obtained - Nemo currently has over 150 customers across the globe. Nemo's customer base includes mobile operators, service providers, distributors and network equipment vendors. A number of the major operators are consistently represented in the list of top ten customers each year. Nemo's senior management consists of six experienced managers (the 'Nemo Management'). Post-completion, the current Nemo Management will continue to manage Nemo as a stand-alone entity within the enlarged Anite Group, reporting directly to the Group's Chief Executive, Steve Rowley. Anite Telecoms Anite's existing Telecoms business provides specialist systems and software for mobile phone network simulation and handset testing around the globe for all of the world's leading mobile phone manufacturers and many operators, component manufacturers and test laboratories. In Anite's financial year ended 30 April 2006, this business reported sales of £57.0 million and operating profits before share-based payments of £16.2 million. Since 2003, the Telecoms division has more than doubled its operating profits and now represents over 50% of the Group's adjusted operating profits (from ongoing operations and prior to the results and settlement of the State of Victoria contract). Background to and reasons for the Proposed Acquisition Anite's primary business is the provision of business critical solutions based on its deep sector knowledge of the telecoms, public sector, and travel markets. These solutions almost always include at their core the supply of Anite-owned software products. The Group's strategy is to be number one or two in each of these markets as the Directors believe that businesses with strong market positions have demonstrably superior returns. Since the strategic review undertaken in 2004, Telecoms has been placed at the heart of the Group's business. Anite has more than 15 years' experience in providing leading-edge solutions and expertise to its customers. It is the Directors' belief that the Telecoms division is now a global market leader in the handset testing market; this has been achieved through internal investment and organic growth. In addition, the Directors have continued to look at entering adjacent telecoms markets through either internal investment or acquisition. The Proposed Acquisition thus presents Anite with the opportunity to continue its success in this market and to enhance its customer penetration and global presence. The Directors believe that the Proposed Acquisition will strengthen Anite's position in the wireless testing solutions sector because: - the Proposed Acquisition provides an incremental opportunity in an adjacent sub-segment of the telecoms market, adding network testing to Telecoms' current offering which is focused on handset testing; - Nemo has an excellent growth record and given the planned additions to its product suite, coupled with continued technology evolution, this growth is considered by the Directors to be sustainable; - Nemo's product set is an attractive portfolio of proven revenue generators, such as Nemo Outdoor, and exciting new developments aimed at expanding market share, such as Nemo Q and Nemo Autonomous; - Nemo has a valuable and strong set of relationships with key wireless operators which complement Anite's existing relationships; - Anite and Nemo have a largely complementary global presence and the Proposed Acquisition will further extend Anite's geographical coverage; - Anite Telecoms and Nemo are both focused on the same current and future wireless air interface technologies, facilitating R&D benefits through shared knowledge and customer/supplier relationships; and - the Directors are confident that the combined capabilities of the Anite and Nemo management teams will enable a measured integration with minimal disruption to either business. Funding the Acquisition Anite's existing bank, Lloyds TSB, has agreed to extend its existing financing facilities. On 31 October 2006, Anite entered into a facility agreement pursuant to which Lloyds TSB will make available to Anite loans of up to a maximum amount of £90 million, including a £40 million revolving credit facility. The loans have been made available for the purpose of financing the Proposed Acquisition and for the general working capital and corporate purposes of the enlarged Group. Should the Proposed Acquisition not complete, £30 million of the revolving credit facility will still be available to the Company. Summary financial information on Nemo Nemo had aggregated gross assets as at 31 December 2005 of €16.6 million (£11.1 million (1)) and profits before tax for the year ended 31 December 2005 of €8.4 million (£5.6 million (1)) (as extracted from the historical financial information on Nemo for the year ended 31 December 2005 to be presented in the Circular). The revenue, operating profit from continuing operations, operating profit from continuing operations margin and net profit after tax for the three years ended 31 December 2005 are summarised below: Year ended 31 Dec (€000) 2005(3) 2004 2003 Revenue 22,425 12,574 10,419 Operating profit from continuing operations 8,412 3,754 2,871 Operating profit from continuing operations margin 37.5% 29.9% 27.6% Net profit after tax 6,825 2,690 2,104 The Circular will contain historical financial information on Nemo for the three years ended 31 December 2005 (using the same accounting policies used by Anite). Current trading and prospects Current trading is in line with the Directors' expectations and consistent with the comments made in a trading update issued on the day of the Group's Annual general Meeting held on 3 October 2006. The key elements of the text are reproduced below: 'We have continued our investment in growth opportunities driven by market demand, especially in Telecoms. The planned increase in development investment will have the effect of tempering profit growth on rising revenues in both the Telecoms and Travel divisions. However, we anticipate that the benefits of this investment will come through next year. Telecoms and Travel continue to see excellent new business pipelines, with Travel's order book close to double the level at the same time last year. In Public Sector, growth in SIS (secure information solutions) is helping to mitigate weakness of demand in local government, and the business will benefit from the elimination of the losses on the State of Victoria contract and a reduction in the losses attributable to Pericles. As in previous years, the Group's trading will be weighted towards the second half. Overall, we have had a satisfactory start to the current financial year and anticipate making further progress.' Enquiries For further information, please contact: www.anite.com Anite Group plc 01753 804000 Steve Rowley, Chief Executive UBS Investment Bank 020 7568 2207 Sean Bennett, Executive Director Smithfield 020 7360 4900 Reg Hoare/Sara Musgrave UBS Investment Bank is acting as financial adviser to Anite. UBS Limited is acting exclusively for the Company and no other party in connection with the Proposed Transaction, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of UBS Limited, or for providing advice in relation to the Proposed Acquisition or any other matter referred to herein. Expected timetable: Posting of shareholder circular on or around 10 November Anite Group plc EGM w/c 27 November Completion / closing 30 November -------------------------- (1) Using a £/€ exchange rate of 0.6698 as at 1 November 2006 (2) This statement regarding earnings enhancement does not constitute a profit forecast nor should it be interpreted to mean that earnings per share of Anite for the current or future years will necessarily match or exceed the historical published earnings per share of Anite (3) 2005 results benefited from a large contract with a US operator, which generated €4.2 million of revenue, including significant 'one-off' sales of the Handy product. Excluding this contract, 2005 revenue was €18.3m and 2004-2005 revenue growth was 44.9% This information is provided by RNS The company news service from the London Stock Exchange
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