Acquisition & Trading Update
Calyx Group PLC
12 December 2006
For immediate release 12 December 2006
Calyx Group PLC
('Calyx' or the 'Group')
Acquisition of Mentec, Trading update,
Revision of terms of Matrix Companies deferred consideration and
Board change
- Acquisition of Mentec, a leading ICT advanced infrastructure provider in the
UK and Irish corporate markets, for a total consideration of €16m
- Trading update
- Early settlement agreement re deferred consideration for Matrix acquisition
- Ian Smith resigns as a Director
Acquistion of Mentec
Calyx Group plc, one of the largest single source providers of Networked IT
Services in both the United Kingdom and Ireland, is pleased to announce that the
Group has acquired Mentec International Limited (a UK company), Mentec
International Limited (an Irish company) and Transfare Solutions Limited (a UK
company), (together 'Mentec'), for a total consideration of €16 million.
Based in Dublin and Leicestershire, Mentec is an innovative provider of IT
products and services. Mentec supplies technical and managed services and
applications to a blue chip client base primarily in the public, manufacturing,
distribution and professional services sectors throughout Ireland and the UK.
An initial cash consideration of €9.75 million and Calyx shares with a value of
€2.25 million was paid on completion of the acquisition. Further cash
consideration of €3 million will be paid, and shares to the value of €1 million
will be issued, in June 2007. The cash consideration is being financed by
increasing an existing term loan facility by €12 million.
The Mentec business has similar target markets as Calyx and their product and
service offering compliments the Group's existing business. Mentec's UK clients
include Plan International, Baxter Storey and Group 4 Technology; whilst in
Ireland they include The SWS Group, The Automobile Association and Dublin City
University.
Mentec provides a comprehensive range of solutions for UK and Irish
organisations that require an integrated and flexible business infrastructure.
These solutions cover areas such as collaborative enterprise information,
document management and workflow automation, ecommerce and application
integration. These provide organisations with the scalability, reliability and
manageability that today's agile businesses need to remain competitive. For the
year to 31 December 2005 Mentec turnover was €20.1m, EBITDA was €1.5m and net
assets, excluding goodwill, were €1.1 million.
The acquisition will allow Calyx to increase its value-add service offering as
well as enable considerable cross-selling opportunities throughout the Group.
Trading update
Trading in the Group's Irish business and in the Matrix Companies, acquired in
June 2006, has continued to be in line with expectations. However trading at
Calyx (UK) Limited (formerly ITS which was acquired in October 2005) is behind
expectations for the current year, although this has recently turned around.
This combined with an increased interest and depreciation charge means that the
Group now anticipates that the results for the year ended 31 December 2006 will
be marginally below current market expectations.
The strategy of both the UK and Irish businesses is to increase the managed
services proportion of the overall business. This has been successfully
implemented, particularly over the last few months, with some notable blue chip
contract wins such as Red Bee Media and Thus. As a result, the level of
recurring business of the Group going into 2007, has increased to 37% of the
Group's budgeted turnover for 2007. The Group intends to continue to pursue
this strategy and although this will impact on the recognition of earnings for
the year ended 31 December 2007, it will lead to the development of a more
transparent business and will greatly enhance the quality of the Group's
earnings. The Board remains confident that the Group will continue to grow
substantially both into and throughout 2007.
Revised terms to the Matrix Companies deferred consideration
As noted above, trading in the Matrix Companies acquired from Fujin Technology
plc, formerly known as Matrix Communications Group plc, ('Fujin') has been in
line with expectations. As a result, it is expected that the Matrix Companies
will achieve the level of profit for the period to 31 December 2006 at which the
first earn-out payment is payable in full. Accordingly and upon finalisation of
the financial statements, it is expected that a cash payment of £3 million will
be made to Fujin in February 2007.
Following discussions with the Group's advisers, an agreement has been entered
into with Fujin to waive the requirement for the Matrix Companies to meet the
profit target for the five months to 31 May 2007 in order to trigger the second
earn-out payment. The agreement provides that should the first earn-out be
payable in full, an amount of between £1.25 million and £1.6 million will be
paid to Fujin on 29 June 2007 instead of the second earn-out, which would have
been up to £2 million on achievement of the profit target. This agreement will
allow for the earlier integration of the UK businesses, which is expected to
occur in early 2007. Additionally if at any time Fujin requests to be released
from the lock-in over the approximately 2.5 million Calyx shares they hold, this
will be granted.
Board Change
Ian Smith has today resigned from the Board of Calyx Group plc. Ian joined the
Board as Non-Executive Director in May 2006 following the acquisition of the
Matrix Companies. Ian has assisted with the integration of the Matrix Companies
into the Calyx Group and we thank him for his contribution over the last six
months.
Commenting on the announcements today Maurice Healy, Calyx CEO said,
'I am excited to be announcing that Mentec will be joining the Calyx Group as
they provide a key IT service to the corporate market place and their offerings
are completely complementary both in Ireland and in the UK to those already
offered by the Calyx Group. The acquisition will allow Calyx to provide an
increased value-add service offering as well as cross-selling opportunities
throughout the Group.
I am pleased we have increased our Managed Services in 2006. Although this focus
will impact on revenues recognised in the short term, this strategy will make
Calyx a stronger business with a higher proportion of revenues being of a
recurring nature.
I am also pleased to announce that the good trading performance from the Matrix
Companies that we acquired in May this year has provided me with confidence to
waive the profit requirement for the second earn out payment which will allow an
earlier integration of our UK businesses.'
Calyx Group plc
Maurice Healy, Chief Executive +353 1 883 5509
Peter Jenkins, Chief Financial Officer +44 (0)20 8439 9569
Buchanan Communications
Tim Thompson/James Strong +44 (0)20 7466 5000
About Calyx
Calyx is a major single-source provider of Networked IT solutions with
operations across the UK and Ireland. In the UK it operates from Hook, Rainford,
East Grinstead, Swindon and Richmond and in Ireland it operates from Dublin,
Cork and Limerick. Calyx is listed on both the AIM market in London and the IEX
in Dublin. Calyx listed on AIM in March 2005 and on the IEX in May 2006.
This information is provided by RNS
The company news service from the London Stock Exchange