Acquisition of Roke

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 £55 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 £45.3 million, underlying operating profit (before non-recurring costs) of £3.5 million and underlying profit after tax (including R&D tax credits) of £3.9 million. Gross assets as at that date were £40.7 million. Roke's unaudited revenue for the eight months to 31 May 2010 was £28.0 million (unaudited eight months to 31 May 2009: £26.9 million). The order book at May 2010 was £37.2 million (May 2009: £38.0 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 £55 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 £1 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 £4.2 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
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