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