Acquisition
Torex Retail PLC
11 April 2006
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
11 April 2006
TOREX RETAIL PLC ('Torex Retail' or the 'Company')
Acquisition of Savista Corporation
Torex Retail Plc, an international market leader in the provision of innovative
IT retail solutions, announces the acquisition of Savista Corporation, the
global provider of EPOS software solutions to McDonald's Corporation, one of the
world's largest retailers.
Highlights:
• Savista brings McDonald's Corporation, one of the world's largest retailers,
as a customer to Torex Retail.
• Expands Torex Retail's US operations and hospitality sector presence with
entry into the Quick Service Restaurant market.
• McDonald's Corporation confirms it will be using the Savista solution
globally.
• Acquisition consideration of 31,252,406 ordinary shares of the Company
valued at US$54.76 million of which Evolution Securities have placed
9,375,722 ordinary shares with an existing institutional shareholder and
Accel-KKR are committed to hold the balance for between one and two years.
• Accel-KKR, a leading U.S.-based private equity firm and principal
shareholder of Savista, is to become a significant shareholder in Torex
Retail.
• Tom Barnds, an Accel-KKR Managing Director, is expected to join the Board as
a Non-Executive Director in the near future.
• The Acquisition is expected to be earnings enhancing in the first 12 months
following completion*.
Commenting on the Acquisition, Chris Moore, Executive Chairman of Torex Retail
plc, said:
'I am delighted to welcome McDonald's, one of the world's largest retailers, as
a customer of Torex Retail. McDonald's is a great reference client for the
Savista solution and we very much look forward to working closely with Dave
Weick and his team going forward.
This is an excellent acquisition for Torex Retail. Strategically it increases
our critical mass in North America and significantly expands our hospitality
offering by taking us into the QSR market on a global basis - hospitality is one
of the fastest growing areas of our business and QSR is the largest part of the
US hospitality market. Financially we expect the deal to be earnings enhancing
within the first twelve months of our ownership.
Accel-KKR has made a number of successful investments in the retail point of
sale market and has been very impressed by Torex Retail's growing business and
global opportunity. We anticipate that our new association with Accel-KKR as a
shareholder and through Tom Barnds' planned participation on our Board will
bring strategic benefits to Torex Retail.'
Jeff Bizzack, Chief Executive Officer, Savista Corporation, said:
'With Torex Retail's extensive IT retail experience, its blue chip customer base
and Savista's international installed network in the restaurant segment, this
acquisition is a great fit. Torex Retail has the international reach, financial
resources and strategic vision that will allow the NewPOS technology team to
broaden its product offerings and deepen its service capabilities for the
benefit of its clients around the world.'
Following completion of the Acquisition, Mr Bizzack will join Torex Retail as an
adviser to the Board on strategy and the development of the Group's
international business.
Dave Weick, Chief Information Officer, McDonald's Corporation, commented:
'Creating global standards in information technology is a critical strategy for
the continued success and growth of our organisation. Our successful
relationship with Savista and the deployment of a common POS platform in over 60
countries to date has helped us to standardise operations in our restaurants,
reduce costs and increase our pace of change and innovation. NewPOS today is
installed in over 5,200 stores (30,000 terminals); and we remain committed to
our POS Global Strategy to deploy into thousands of additional stores. We are
excited about Torex Retail's ownership and the breadth of capabilities and
experience they bring to our partnership. Their combined global resources and
infrastructure represent an opportunity to grow our relationship further and
should lead to even more ground-breaking innovation in our industry.'
Torex Retail management will be holding a conference call for UK analysts and
institutional investors at 9.30 am (UK time) this morning. Participants are to
dial: +44(0)20 7138 0835.
For US based institutional investors, management will be holding a conference
call this afternoon at 2.00 pm (UK time). Participants are to dial: +1 718 354
1158 (from USA) and +44 (0)20 7138 0809 (from UK).
Please note that private investors will not be allowed to participate.
A presentation on the Savista Corporation acquisition will be available on the
IR section of the Torex Retail website from 9.00 am this morning:
www.torexretail.com
Contacts
Torex Retail Plc +44 (0) 870 300 6061
Chris Moore, Executive Chairman
Mark Pearman, Finance Director
Citigate Dewe Rogerson +44 (0) 20 7638 9571
Ginny Pulbrook /Seb Hoyle
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
Torex Retail Plc ('Torex Retail' or the 'Company')
Acquisition of Savista Corporation
Torex Retail, an international market leader in the provision of innovative IT
retail solutions, is pleased to announce the acquisition ('Acquisition') from
Accel-KKR Company LLC ('Accel-KKR') of Savista Corporation ('Savista'), a
leading provider of point-of-sale ('POS') software to the international quick
service restaurant ('QSR') industry, for a consideration of 31,252,406 new
ordinary shares of 1p each in the Company ('Consideration Shares'), valued at
US$54,760,465.
Background to and reasons for the Acquisition
The directors of the Company ('Directors') consider that the global restaurant
software market, which Savista addresses, represents a particularly exciting
opportunity with strong growth potential. Its value in North America alone has
been estimated at over US$1 billion. Sales of POS software represented
approximately half of this figure in 2003, at US$521 million, and are predicted
to grow to nearly US$900 million by 2008. The market for POS restaurant
software platforms is relatively fragmented and the Directors believe that the
opportunity exists for Torex Retail to build a substantial market position.
Savista's strategy for growth is to continue to develop its strong relationship
with McDonald's Corporation ('McDonald's') whilst at the same time targeting the
top 100 international QSR chains, which between them account for some 50 per
cent. of the total worldwide QSR market. Following the Acquisition, Savista will
be able to leverage Torex Retail's software portfolio and worldwide support
infrastructure which will allow it to offer a greater range of products and
services to its existing customers and prospects.
Information on Savista
Savista, founded in 2000, has developed a leading POS software system called '
NewPOS'. Savista's principal customer, accounting for the majority of revenue
to date, is McDonald's. Savista's NewPOS Restaurant Platform is one of the
fastest growing international POS solutions in QSR. In 2003, McDonald's
retained Savista to develop a next generation POS platform for use throughout
its global retail business. McDonald's selected NewPOS as its global standard
for POS software in 2004. There is a continuing, substantial roll-out programme
of customisation, implementation, development, training and ongoing support.
Savista is also in discussions with certain other major US multi-unit retail and
food service chains regarding the potential roll-out of its solutions.
Savista has its headquarters in Chicago, USA, and an experienced programming
team in Sao Paolo, Brazil. Savista currently has approximately 80 employees
and, in the year ended 31 December 2005, it had revenues of US$11.7 million and
adjusted net income of US$2.1 million. The corresponding figures for the year
ended 31 December 2004 were US$9.1 million and US$1.7 million. The Acquisition
is expected to be earnings enhancing in the first 12 months following
completion*.
Principal terms of the Acquisition
Pursuant to the terms of the Acquisition agreement, Savista Acquisition Corp., a
wholly owned subsidiary of the Company, will merge with Savista under Delaware
law. Following this merger, Savista Acquisition Corp. will cease to exist and
Savista will remain a wholly owned subsidiary of the Company.
The consideration for the Acquisition is the issue of 31,252,406 Consideration
Shares to Accel-KKR on completion of the Acquisition which are valued at
US$54,760,465. Accel-KKR is placing, through Evolution Securities, the Company's
brokers, a total of 9,375,722 of the Consideration Shares with an existing
shareholder.
Accel-KKR has entered into a lock-in and orderly market agreement with the
Company which provides that, of the remaining 21,876,684 Consideration Shares
(representing 6.06 per cent. of the enlarged issued share capital of the
Company): (i) approximately 3.1 million shares can be disposed of upon the
earlier of 7 April 2007 or the publication of Torex's preliminary results for
the year ended 31 December 2006; (ii) a further 3.1 million shares can be
disposed of upon the earlier of 7 October 2007 or the publication of the
Company's interim results for the period ending 30 June 2007; and (iii) the
remainder of the Consideration Shares cannot be disposed of until after the
earlier of the date of publication of Torex Retail's 31 December 2007
Preliminary Results and 7 April 2008.
Subject to certain conditions, the on-market disposal of all of the
Consideration Shares must be made through the Company's brokers from time to
time.
Application is being made to the London Stock Exchange for the Consideration
Shares to be admitted to trading on AIM. It is expected that Admission will
occur on 18 April 2006. The Consideration Shares will, when issued, rank in full
for all dividends and other distributions declared after issue (other than in
respect of a prior record date) and otherwise pari passu in all respects with
the existing Ordinary Shares in issue.
The terms of the Acquisition agreement provide Torex Retail with the benefit of
customary representations, warranties and indemnities from Savista and
Accel-KKR.
Pursuant to the terms of the Acquisition agreement, Accel-KKR has the right to
appoint a director to the board of Torex Retail for such time as it holds not
less than 50 per cent. of the Consideration Shares.
Information on Accel-KKR
Accel-KKR, a leading US private investment firm founded by venture capital firm
Accel Partners and private equity investment firm Kohlberg Kravis Roberts & Co.,
is the principal shareholder of Savista. Accel-KKR has made a number of
successful investments in the retail POS market including CRS Retail Systems,
the US POS vendor which was acquired by Epicor in December 2005 for $121 million
in cash. Management believes that their involvement as a strategic shareholder
of Torex Retail will be of immense value and demonstrates their confidence in
the Company's strategy and future plans.
Appointment of Tom Barnds as a Non-Executive Director of Torex Retail
It is expected that Tom Barnds, aged 37, currently a Managing Director of
Accel-KKR and Chairman of the Board of Savista, will join the Board of Torex
Retail in the near future. Mr. Barnds has been with Accel-KKR since the year of
its founding in 2000, where he focuses on private equity investments in
technology companies. Prior to joining Accel-KKR, Tom was a Managing Director
at Nassau Capital, a private equity firm engaged in investing $2.5 billion of
Princeton University's endowment. Tom received his Masters in Business
Administration from the Stanford Graduate School of Business and his
undergraduate degree in Economics from Princeton University.
Notes:
* This statement should not be interpreted to mean that earnings per share will
necessarily be greater than those for the relevant preceding financial period.
This press announcement has been issued by the Company and is the sole
responsibility of the Company. This announcement has not been approved for the
purposes of section 21 of the Financial Services and Markets Act 2000.
This announcement does not constitute or form part of any offer to sell or issue
or the solicitation of any offers to purchase or subscribe for new ordinary
shares in any jurisdiction. This announcement is not an offer of securities for
sale in the United States. The Consideration Shares to be issued pursuant to
the Acquisition have not been and will not be registered under the United States
Securities Act of 1933 (as amended) (the 'Securities Act') or the securities
laws of any state or other jurisdiction of the United States and Consideration
Shares may not be offered or sold, direct or indirect through CREST or otherwise
within the United States, absent registration under the Securities Act or an
exemption from registration. No public offer of new ordinary shares is being
registered in the United States.
This information is provided by RNS
The company news service from the London Stock Exchange