(April 1, 2004) |
First Technology PLC ("FT"), the safety sensing and analysis specialist, announces that it has agreed to acquire 90% of the issued share capital of EnviteC-Wismar GmbH Umweltschutz und Medizintechnik ("EnviteC"). EnviteC designs, manufactures and markets a range of sensor based products, primarily for medical and environmental applications.
Under the terms of the transaction, FT will acquire 90% of the issued share capital of EnviteC for a cash consideration of €12.5 million and, in addition, will assume net debt of approximately €3 million. The consideration will be paid on 1st April 2004 and funded from FT’s cash resources and existing bank facilities.
EnviteC products include gas sensors which detect oxygen, carbon dioxide and nitrogen monoxide; medical devices which monitor the level of oxygenation of blood; breath alcohol analysers; and drug abuse testing kits. EnviteC sells its products internationally with its largest markets being Germany and the United States.
EnviteC, which is located in Wismar in Northern Germany, was founded in 1992. It occupies modern purpose built premises, employs around 100 people and has a wholly owned subsidiary in Denmark.
The board believes that the acquisition of EnviteC will generate benefits for the expanded Group in a number of areas including sensor and instrument development, manufacturing and marketing. The transaction is expected to be earnings enhancing for the FT group within the first full year of ownership.
John Shepherd, Chief Executive of FT commented:
"We are very excited by this acquisition which strengthens our position in the medical sector and consolidates our leading position in electrochemical gas sensing. EnviteC also gives us a well managed operational base in the important German market. We see this acquisition as a significant step in improving the reach and customer focus of our gas sensing business."
Further details of the acquisition
EnviteC is ultimately owned by HSH N Invest GmbH, a German private equity group and wholly-owned by HSH Nordbank AG (43.2%), and by Mr. Bernd Lindner (56.8%), the company’s founder and General Manager. Mr. Lindner (aged 43) will remain with EnviteC in his current position and will retain a 10% minority shareholding in EnviteC which is the subject of a separate option agreement between FT and Mr. Lindner. That option agreement will enable FT to acquire, or Mr. Lindner to sell, his minority stake after three years at a price of €1.75 million plus a premium which is contingent on the profitability of EnviteC products up to that time. The premium is capped at €2 million. EnviteC had consolidated net assets at 31st December 2003, of €3.6 million and reported profit before tax of €1.1 million for the year ended 31st December 2003.
For further information
More background information on EnviteC can be found on their website at
www.envitec.com.
More information on First Technology can be found on our website at
www.firsttech.co.uk www.1firsttech.com.
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