Acquisition of Roke
10 8월 2010 - 3:00PM
UK Regulatory
TIDMCHG
FOR IMMEDIATE RELEASE 10 AUGUST 2010
CHEMRING GROUP PLC
ACQUISITION OF ROKE
Chemring Group PLC ("Chemring" or "the Group") announces that it has entered
into a conditional agreement to acquire the entire issued share capital of Roke
Manor Research Limited ("Roke") from Siemens Holdings plc for a cash
consideration of GBP55 million.
Description of the business and reasons for the acquisition
Roke, based in Romsey, UK, is a world-class engineering company that provides
contract research, product development and low volume production for a wide
range of UK and international customers. It is a leading developer of advanced
sensors, signal processing, communications and network solutions for the
Countermeasures, Counter-Improvised Explosive Device (Counter-IED),
Counter-Terrorism and industrial markets. Defence and homeland security
represent 75% of existing revenues. Roke has 450 employees, including over 300
highly qualified engineers.
Roke is one of the world leaders in Electronic Warfare (EW) for the land
sector, with a range of technologies and products for electronic
countermeasures, electronic intelligence gathering, threat detection and target
location. It also provides key Counter-IED capabilities for force protection,
performs a vital national role in the supply of technology for network
monitoring and intelligence gathering and is a key player in the emerging
cyber-security market.
In the audited year ended 30 September 2009, Roke reported revenue of GBP45.3
million, underlying operating profit (before non-recurring costs) of GBP3.5
million and underlying profit after tax (including R&D tax credits) of GBP3.9
million. Gross assets as at that date were GBP40.7 million. Roke's unaudited
revenue for the eight months to 31 May 2010 was GBP28.0 million (unaudited eight
months to 31 May 2009: GBP26.9 million). The order book at May 2010 was GBP37.2
million (May 2009: GBP38.0 million). The acquisition of Roke is expected to
enhance Chemring's earnings per share in the first full financial year
post-completion (see note 1).
The acquisition of Roke substantially augments Chemring's engineering
capabilities in electronics, software and systems engineering. It offers a wide
range of technologies in radar signal and image processing, target location and
identification that will enhance our existing products.
Roke will build on the Group's capability to offer advanced technology
solutions to customers in the global Countermeasures, Counter-IED and
Counter-Terrorist markets. It will establish Chemring as a key player in the
growing Homeland Security market. Its broad range of electronics, sensors and
communications will provide a strong platform for the development of next
generation products and systems, as well as offering entry points into several
adjacent markets.
Chemring intends to maintain Roke's successful business model in contract
research and product development. Roke will continue to develop products and
technologies for third parties in all of its existing areas of expertise, and
it will remain a preferred partner for Siemens Corporate Technology globally in
the key areas of cyber security and open innovation. It will also continue to
exploit its proprietary products through direct sales and licensed production.
Further opportunities and benefits are expected as Roke accesses the Group's
substantial international network and production engineering expertise.
The existing management team at Roke will remain in place following the
acquisition.
Principal terms of the acquisition
Under the terms of the agreement the cash consideration of GBP55 million will be
funded utilising existing bank facilities. Chemring's proforma year-end net
debt to EBITDA ratio after the transaction will be approximately two times. The
consideration is subject to adjustment depending on the working capital of Roke
at completion. Completion is anticipated within sixty days.
Commenting on the acquisition, David Price, Chief Executive of Chemring, said:
"The acquisition of Roke will substantially enhance our existing technologies
in a number of our key market sectors and will provide a growing number of
products and technologies that will allow the Group to enter adjacent
attractive, high growth markets. I am delighted that all of the existing highly
successful Roke management team will remain with the company."
For further information:
Dr David Price Chief Executive, Chemring Group PLC 01489 881 880
Paul Rayner Finance Director, Chemring Group PLC 01489 881 880
Rupert Pittman Cardew Group 0207 930 0777
Notes to editors:
1. This statement should not be taken to mean that the earnings per share of
Chemring will necessarily match or exceed the historical reported earnings per
share of Chemring and no forecast is intended or implied.
2. Chemring's next scheduled trading update will be its next Interim Management
Statement, scheduled for release by Friday 17 September 2010.
About Chemring Group PLC:
Chemring Group PLC is a global defence business listed on the London Stock
Exchange with a market capitalisation of over GBP1 billion ($1.6 billion).
Chemring specialises in the manufacture of energetic material products,
providing solutions for highly demanding requirements in the Countermeasures,
Counter-IED, Pyrotechnics and Munitions markets. The Group is built on a
hundred-year history of innovation and development and now employs over 3500
people in the UK, US, Germany, Italy, Norway, Spain and Australia.
About Siemens in the UK
Siemens was established in the United Kingdom 167 years ago and now employs
17,000 people in the UK. Last year's revenues were GBP4.2 billion. As a leading
global engineering and technology services company, Siemens provides innovative
solutions to help tackle the world's major challenges, across the key sectors
of energy, industry and healthcare. Siemens has offices and factories
throughout the UK, with its headquarters in Frimley, Surrey. The company's
global headquarters is in Munich, Germany. For more information, visit
www.siemens.co.uk
END
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