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