RNS Number:2208S
Bateman Engineering N.V.
14 April 2008
Bateman Engineering N.V.
("Bateman Engineering" or the "Company")
Acquisition of the Delkor group of companies
Bateman Engineering is pleased to announce that it has entered into an agreement
to acquire the Delkor 'group' of companies ("Delkor Group") for a minimum cash
consideration of USD 11.45 million. An initial payment of USD 5.3 million will
be paid upon completion with further payments due on 30 September 2008 and 30
September 2009. The deferred payments are subject to adjustment based on the
growth in the Delkor Group's profit before tax during the financial periods to
30 June 2009 and are more fully described below. Bateman Engineering expects the
transaction to complete shortly in all the relevant jurisdictions save China
where completion is subject to regulatory approval.
The Delkor Group is a recognised leader in the supply of solid / liquid
separation equipment with 30 years of design, engineering and supply into
mineral and chemical processing applications. They have a wide range of
equipment including horizontal vacuum belt filters, thickeners, screens and
associated mineral processing equipment. With offices located in many key
mining industry centres, the Delkor Group is able to supply products on a global
basis. The addition of the Delkor Group will bring additional technologies, an
international network of offices and a new set of clients to the Bateman
Engineered Technologies ("BET") division of the Bateman Group.
The Delkor Group includes six separate operating companies located in Australia,
Canada, Chile, China, India and the UK which, prior to the transaction, were
connected with certain common ownership and intellectual property. Pro-forma
consolidated revenue for the Delkor Group was approximately USD 43 million for
the 12 month period ended 30 June 2007 with profits before tax of approximately
USD 4 million.
David Minson, currently a regional Managing Director of the largest division of
the Delkor Group (Delkor Americas), has been appointed as CEO of the Delkor
Group. David will report to Arnold Matthee, head of BET. The senior managers of
the Delkor Group's operating companies have all signed service agreements and
are incentivised via the purchase agreement to remain with the Delkor Group on a
long term basis.
Bateman Engineering expects the acquisition to be earnings enhancing in the
first full year of ownership.
Deferred payments and terms
The deferred consideration payments will be subject to adjustment based on the
rate of growth of the Delkor Group's consolidated profit before tax for each of
the financial years 30 June 2008 and 30 June 2009.
Should the Delkor Group recognise consolidated profit before tax of not more
than USD 4 million for the financial years ending 30 June 2008 and 2009, the
deferred payments due on 30 September 2008 and 2009 will equal USD 1.95 million
and USD 4.2 million respectively for a total consideration of USD 11.45 million.
Should the Delkor Group recognise a 20% increase in consolidated profit before
tax in each of the financial years ending 30 June 2008 and 2009, the deferred
payments due on 30 September 2008 and 2009 will equal USD 6.1 million and USD
8.4 million respectively for a total consideration of USD 19.8 million.
The cash consideration is subject to a maximum cap of Euro 30 million (USD 47.5
million), which would be payable if the average annual growth of profit before
tax exceeds 150% between 30 June 2007 and 30 June 2009.
Commenting on the acquisition, Dr. Sivi Gounden, CEO of Bateman Engineering
said:
"The Delkor acquisition is a critical step toward our growth objectives. It
provides a platform to immediately globalise our equipment business which, to
date, was history of growth will immediately contribute to our financial
results."
Further commenting on the acquisition, David Minson said:
"We are very excited to be joining the Bateman group of companies and are
pleased that we will be maintaining the integrity of the Delkor infrastructure
to ensure continuing support to our loyal client base. With Bateman Engineering
behind us, we hope to grow our business both in existing and new markets, whilst
sustaining our core values of providing quality and innovation."
14 April 2008
ENQUIRIES:
Bateman Engineering
Dr. Sivi Gounden, CEO +31 20 502 2370
Eddie Du Rand, Deputy CEO +31 20 502 2370
Pieter Du Plessis, CFO +41 55 451 9010
Dresdner Kleinwort
Chris Treneman +44 20 7623 8000
Alex Metherell +44 20 7623 8000
Andrew Hollins +44 20 7623 8000
College Hill
Mark Garraway +44 020 7457 2020
Further information on Bateman Engineering is available at
www.BatemanEngineering.com
Further information on the Delkor Group is available at www.DelkorGlobal.com
This information is provided by RNS
The company news service from the London Stock Exchange
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