17 Jul 2002
SPECTRIS ANNOUNCES €150M ACQUISITION OF PHILIPS ANALYTICAL AND PLACING OF 11.2M NEW SPECTRIS SHARES AT 359P PER SHARE
Spectris plc, the precision instrumentation and controls company, announces that it has agreed terms to acquire Philips Analytical, the analytical business of Royal Philips Electronics.
The total consideration is €150 million in cash, on a debt-free basis. The transaction will be partly funded through a placing arranged by Cazenove and Merrill Lynch at 359p per share of 11,200,000 new Spectris shares, raising in aggregate £40,208,000 (before commissions and expenses). The balance of the consideration will be financed from existing resources. The terms and conditions of the placing are set out in the Appendix to this announcement.
Philips Analytical is a world leader in analytical x-ray systems, utilising both x-ray diffraction (XRD) and x-ray fluorescence (XRF) technologies. XRD instruments are mainly used in industrial and scientific research laboratories to determine the structural characteristics of a wide range of materials in the pharmaceuticals, biotechnology, life sciences, semiconductor and engineering industries. XRF technology is used to measure the composition and purity of materials and is mainly applied in industrial quality control and in process control for manufacturing processes in industries such as metals and mining, construction materials, chemicals and petrochemicals.
The acquisition of Philips Analytical is in line with the Spectris strategy to focus on niche businesses with good growth prospects and market-leading positions, supplying high margin products developed using proprietary technology. The business, which will be renamed PANalytical, is a logical addition to the existing Spectris instrumentation businesses and will enable the company to extend its product and service offering in the laboratory sector and in industrial process control. PANalytical will form part of the Process Technology sector. The existing management team will remain with the business.
Based in Almelo and Eindhoven, The Netherlands, Philips Analytical employs 850 staff in sales, service and technical support operations around the world. The Philips Analytical business had sales in 2001 of €148.5 million, earnings before interest and tax of €18.4 million and was cash generative. The net assets acquired are approximately €37 million. The acquisition is expected to enhance earnings per share (before goodwill amortisation) in the current financial year and is not expected to incur any exceptional charges or abnormal levels of capital expenditure.
Completion of the transaction, which is subject to completion of consultation procedures with trade unions and works councils and clearance by the competition authorities, is expected to take place in September.
Hans Nilsson, Chief Executive of Spectris, commented: "This acquisition is in line with our strategy. Philips Analytical's market-leading x-ray-based technologies complement our existing instrumentation businesses and enable us to enter new markets such as materials research and life sciences."
To read the appendix of terms and conditions, click here.
