Acquisition of SciAps Incorporated
4 JULY 2024
SPECTRIS ACQUIRES SCIAPS INCORPORATED
Spectris plc (SXS: LSE), the expert in providing insight through precision measurement, today announces that it has agreed to acquire SciAps Incorporated (the Company or SciAps) for consideration of up to $260 million (£205 million) comprising up-front consideration of $200 million (£157 million) plus a deferred element of up to $60[1] million (£47 million) payable on the delivery of agreed financial metrics.
Based in Boston, Massachusetts, SciAps is a high-growth, specialist provider of handheld instruments leveraging X-ray Fluorescence (XRF) and Laser Induced Breakdown Spectroscopy (LIBS) techniques for materials analysis. Its strong culture of innovation and differentiated handheld technology has enabled it to develop a strong presence in its market over recent years and an attractive pipeline of new products.
SciAps instruments identify compounds, minerals and elements in materials in major industries and high-growth end markets including those relevant to the circular economy and energy transition such as: mining; metal recycling; battery materials; rare earth metals; manufacturing; food; and agriculture.
For year ending 31 December 2024, SciAps is expected to deliver sales of $70 million (£55 million), representing an historic 5-year revenue CAGR of over 30%, and adjusted EBITDA of $12.1 million (£9.5 million). The combination is expected to conservatively generate synergies of around $6 million (£4.7 million) which, when applied to the expected outturn for 2024, represents an EV/EBITDA multiple of c.14 times, with sustained future growth expected to be significantly ahead of our financial framework of 6-7%, further reducing the forward multiple.
HIGH GROWTH, HIGH QUALITY BUSINESS WITH COMPELLING STRATEGIC RATIONALE
The acquisition of SciAps, which will be integrated into Malvern Panalytical in Spectris Scientific, is well aligned with the Group's strategy as follows:
· Addition of LIBS technology to Malvern Panalytical's portfolio and access to adjacent hand-held XRF market;
· Acquisition of a proven, high-growth business, with sales growth significantly above the market, reflecting its leading handheld instrument technology and strong track record of innovation with an attractive pipeline of new technology and product introductions;
· A highly synergistic combination, with SciAps handheld portfolio used in the field complementing Malvern Panalytical's range of laboratory and benchtop equipment which, when combined, will provide a comprehensive suite of technology offerings in attractive end markets including: green metals/mining; recycling; batteries; pharmaceuticals; and agriculture;
· Acceleration of Malvern Panalytical's digital strategy and solution offering with access to a greater volume and variety of measurement techniques and input data, allowing Malvern Panalytical to move analysis 'closer to the sample', while enabling customers near real-time evaluation and decision making; and
· Further enhances Malvern Panalytical's offering in North America
STRONG FINANCIAL RETURNS CONSISTENT WITH CAPITAL ALLOCATION FRAMEWORK
At the end of May, Spectris had a net cash position of £398 million. The acquisition of SciAps will be funded through cash with the upfront consideration paid on closing and any deferred element expected to be payable in early 2025.
The acquisition will be accretive to earnings in the first year of ownership and in line with the Group's capital allocation policy, with the returns profile expected to exceed our cost of capital by the end of the third full year post acquisition. The acquisition is expected to deliver the following synergies:
· Cross-selling of SciAps handheld XRF/LIBS instruments to Malvern Panalytical customers and vice-versa, particularly in primary materials
· Ability of both parties to leverage sales channels and expand their distribution network in key geographies
· Enhancement of Malvern Panalytical's SMART Return digital offering leveraging additional handheld products
The transaction is subject to customary completion conditions and regulatory approvals, with completion expected to take place later this year.
Following this transaction, the Group will remain in a net cash position with further balance sheet capacity. The Group remains on track to complete its £150 million buy back by the end of the financial year.
Andrew Heath, Chief Executive, said:
"Value enhancing M&A is central to our compounding growth strategy. SciAps is an excellent business and a great addition to Spectris Scientific, bringing complementary technology and strengthening our offering, including our innovative digital solutions. The acquisition will strengthen Spectris' position in a number of key end markets benefiting from long-term, secular and sustainability growth trends, as well as accelerating sales of SciAps and Malvern Panalytical's offerings through each other's sales and distribution channels. We look forward to welcoming the SciAps team and providing our customers with a wider portfolio of market leading solutions, helping to enhance their processes and productivity."
Don Sackett, CEO of SciAps, said:
"We are delighted to be joining the Malvern Panalytical business under the Spectris Scientific umbrella. We bring to the portfolio handheld and laser-based (LIBS) elemental analysis, portable benchtop XRF, with a strong new product pipeline and plug-in capability to Malvern Panalytical's innovative digital platform. This is an exciting combination and Spectris is the perfect partner to maximise the success of our combined capabilities and technologies for customers."
Conference call
A conference call for analysts and investors will be hosted by Andrew Heath, Chief Executive, and Derek Harding, Chief Financial Officer, at 08.00 BST today to discuss this statement.
To register for the call please use the following link:
https://www.netroadshow.com/events/login?show=7380a241&confId=68155
To access the call, please dial +44 (0) 20 3936 2999 - Participant code: 907332.
For and on behalf of Spectris plc.
LEI number: 213800Z4CO2CZO3M3T10
END
Contacts:
Spectris plc
Mathew Wootton
Investor Relations Director
+44 7500 078 880
Teneo
Martin Robinson/Giles Kernick
+44 20 7353 4200
About Spectris
Spectris combines precision with purpose, delivering progress for a more sustainable world. We provide critical insights to our customers through premium precision measurement solutions combined with technical expertise and deep domain knowledge. Precision is at the heart of what we do - our leading, high-tech instruments and software equip our customers to solve some of their greatest challenges to make the world cleaner, healthier and more productive.
We are focused on two key divisions - Spectris Scientific and Spectris Dynamics, which are placed in technology-driven end markets, with strong fundamentals and attractive growth trajectories. We have leading market positions in premium segments and employ 7,000 people located in more than 30 countries, all united behind our purpose to deliver value beyond measure for all our stakeholders. For more information, visit www.spectris.com.
About SciAps
SciAps, Inc., is a Boston-based instrumentation company specializing in portable analytical instruments to measure any element, any place on the planet. Our industry-leading X-ray fluorescence (XRF) and laser-based (LIBS) analyzers are at work across every major industry, including oil/gas, metals and mining, aerospace, battery and strategic metals (lithium, rare-earth elements), scrap metal recycling, chemical and petrochemical, military, forensics and law enforcement. SciAps instruments are configured to measure elements in all types of materials, so applications are always expanding, recently including space research, pandemic anti-viral coatings, agriculture, and environmental contaminants.
[1] Deferred consideration payable linked to certain minimum sales and profitability metrics
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