Acquisition

Molins PLC 27 September 2000 Molins PLC - Acquisition of the Filtrona Instruments and Automation Business Molins PLC, the international specialist engineering company, announces that it has agreed to acquire FIA for a consideration of £11.75 million payable in cash, subject to an adjustment based on the net asset value of FIA at completion. FIA is the instruments and automation business of Filtrona United Kingdom Limited and the entire issued share capital of Filtrona Instruments Corporation. FIA is a specialist in the field of process and quality control instruments for the cigarette industry. It also supplies specialist packaging machinery. FIA's turnover in the year ended 31 December 1999 was £17.9 million. The Board believes that the acquisition will contribute to earnings in 2000. Completion of the acquisition is conditional upon the approval of Molins' ordinary shareholders. A circular giving further details of the acquisition and containing a notice of the Extraordinary General Meeting to be held on 16 October 2000, at which approval for the acquisition will be sought, will be sent to shareholders as soon as practicable. Peter Byrom, Chairman of Molins, said: 'The Board believes that the acquisition of FIA will consolidate and strengthen the position of both businesses in the tobacco industry. The combination of the two businesses will strengthen Molins' relationship with its major customers and extend the range of products and services offered. The acquisition underlines Molins' commitment to the tobacco industry.' Information on FIA FIA develops, assembles, sells and maintains process and quality control instruments for the cigarette industry. It is a specialist in this field, and has maintained its position through the quality of its product and service offering and its commitment to research and development. FIA operates on a global basis, with sales of its products to the tobacco industry amounting to £15.1 million in the year ended 31 December 1999. FIA also designs, assembles, sells and services packaging machinery in certain niche markets, including cigarette filters and tube packing for toothpaste and similar products. Packaging machinery sales in the year ended 31 December 1999 were £2.8 million. Based in Milton Keynes, also the location of the headquarters of Molins' world-wide operations, FIA is supported by service and sales functions in Brazil, Germany, Hong Kong, India, Indonesia, Mexico, Thailand, USA and Venezuela. It employs 106 people, of which 82 are in the United Kingdom. FIA's commitment to new product development is demonstrated by expenditure on research and development in excess of £1 million a year in each of the last three years. FIA's turnover in the year ended 31 December 1999 was £17.9 million and its profit before tax was £3.3 million. The value at 31 December 1999 of the net assets which are the subject of the acquisition was £6.1 million. Reasons for the Acquisition Since 1997 Molins has implemented a fundamental restructuring of its Tobacco Machinery division in response to the substantial decline in its global markets, particularly in respect of original equipment. Molins Tobacco Machinery division is now better positioned to service its customer base efficiently. In its interim results for the six months ended 30 June 2000, Molins announced a steady improvement in its operational performance. Good progress has been made in improving the efficiencies and customer service in the Tobacco Machinery division. Molins has maintained a strong balance sheet and had a net cash balance of £3.8 million at the half year end. Molins is committed to providing its tobacco machinery customers with a continued improvement in service and to work in partnership with them to address the changing market place. The Board believes that the acquisition will consolidate its existing relationship with tobacco machinery customers and enable it to enhance its service performance and operational capabilities, whilst also underlining Molins' commitment to the tobacco industry. The customer bases of Molins Tobacco Machinery and FIA are similar. The combination of the two businesses will increase customer presence and extend the range of products and services offered. The Board expects that, in due course, there will be opportunities to combine resources in certain areas to reduce the cost base and enhance customer service. The packaging interests of FIA will extend Molins' important packaging machinery investments in Langen, Langenpac, Sandiacre and Molins International Technology Centre. Current trading and prospects The following is an extract from the interim results of Molins for the six months ended 30 June 2000 which were announced on 5 September 2000. 'The benefit of the actions being taken in the Tobacco Machinery division to improve manufacturing efficiencies and the return on capital employed are being gradually realised. We expect the trading of the division in the second half of 2000 to be better than in the comparable period in 1999. We also expect the Packaging Machinery division to continue to show progress in the second half of 2000.' FIA's order inflow in the first quarter of 2000 was disappointing, compared with the corresponding period in 1999. Its trading performance was also affected by a relatively low order book at the start of the year. This prompted FIA to make a number of redundancies. However, the second quarter order inflow has been more encouraging. The relatively low order levels in the first part of the year will lead to the turnover of FIA being lower in 2000 than in 1999 which, together with the costs of the redundancies made, will lead to a substantial decrease in profit. However, given the improvement in order receipts in the second quarter of 2000, a trend which continued in July and August, and the outlook for orders for the rest of the year, the Board expects an improvement in trading in 2001. Overall, the Directors expect that Molins, as enlarged by FIA, will perform satisfactorily for the current financial year. Terms of the Acquisition Under the acquisition agreement, Filtrona United Kingdom Limited and Filtrona Holdings Corporation, both subsidiaries of Bunzl plc, will sell FIA to Molins for a cash consideration of £11.75 million, subject to an adjustment based upon the tangible net asset value of FIA at completion. It is expected that the tangible net assets to be acquired at completion will amount to £3.6 million and that the total acquisition consideration inclusive of transaction costs and expenses will amount to £12.2 million. The excess of the total consideration over the amount of the net tangible assets acquired, amounting to £8.6 million, will be recorded as goodwill and amortised over a twenty year period. Completion of the acquisition is conditional upon the approval of the ordinary shareholders of Molins at an extraordinary general meeting. A circular to Molins' shareholders giving further details of the acquisition and of FIA and containing notice of the Extraordinary General Meeting, convened for 16 October 2000, seeking approval for the acquisition, will be sent to shareholders as soon as practicable. Contacts: Molins PLC Peter Byrom Chairman 01908 216 511 David Cowen Group Finance Director 01908 216 511 Cazenove & Co. Arthur Drysdale 020 7588 2828 Steve Baldwin 020 7588 2828 Citigate Dewe Rogerson Margaret George 020 7638 9571

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