Acquisition

Fisher (James) & Sons PLC 15 December 2002 15 December 2002 ACQUISITION OF SCAN TECH FOR £8.8 M Also announcing, the acquisition of the business of Ocean Fleets Limited, an update on the Nexus and the sale of the Fisher Cavalier. Acquisition of Scan Tech James Fisher and Sons plc today announces that it has agreed to purchase the entire issued share capital of the Norwegian, Stavanger based, marine services company, Scan Tech Holdings including two operating subsidiaries and associated intellectual property rights for a consideration of NOK100m, GBP £8.8m. The transaction is subject to various conditions before completion which is scheduled for 6 January 2003. The principal vendor has provided warranties relating inter alia to EBITDA and turnover for the year ending 31 December 2002. Scan Tech complements James Fishers' existing Underwater Engineering Services (UES) business in Aberdeen, extending the product range to supply rental equipment and engineering support to oil companies and their contractors in the Norwegian and UK sectors of the North Sea. Particularly, Scan Tech specialises in containerised steam units, compressors, air dryers and winches. The Company is a clear market leader in Norway and has a wide spread of oil companies, rig owners and drilling operators as customers. Scan Tech's operation is very similar to that of James Fisher UES in Aberdeen and the joint businesses will have synergies both in terms its products, development and clients. The purchase consideration will be paid in cash upon completion. Scan Tech had net assets NOK14,7m, £1.29m, and net profit before Tax of NOK 10.7m, £0.94m, as of 31st December 2001. This profit is after charging NOK 2.5m, £0.22m, for the use of intellectual property rights which are being assumed by James Fisher giving an aggregate net profit before tax of NOK 13.2m, £1.16m, for the total business acquired. Scan Tech is based in Stavanger and Bergen. The present owner, managing director and founder, Mr Bjorn Erik Bjornsen, will become the managing director of the combined businesses of UES and Scan Tech in Aberdeen and Stavanger. He will also become a key member of James Fisher's management team. Tim Harris, Chairman of James Fisher said: 'This acquisition adds further strength to James Fishers' core expertise as a marine service provider and will significantly expand our business in Aberdeen. Scan Tech has been highly successful in its Norwegian operation and we believe that the combination with our Aberdeen operation will grow substantially our Marine Services Division and the profits it generates.' Bjorn Erik Bjornsen owner and founder of Scan-Tech said: 'To be acquired by a company with a similar business, strategy and a significant customer overlap has many advantages for Scan Tech and its employees. Our niche operation is complementary to the Aberdeen business of our new parent company. I am looking forward to a challenging and active future as the MD of the joint operation.' Acquisition of the business of Ocean Fleets Limited In addition James Fisher has acquired from the administrator, by way of business transfer, the business of Ocean Fleets Limited, trademarks, some assets, certain Ministry of Defence (MOD) and other contracts. 12 employees have transferred with the business. In a separate agreement, it has acquired some key operating assets from a leasing company being a creditor of Ocean Fleets. Ocean Fleets undertakes enabling contracts for the MOD and Defence contractors and quality assurance for oil majors. It also operates a leased workshop inside the security perimeter of the Royal Navy dockyard in Plymouth. The £50,000 purchase consideration for the business and £24,000 for the operating assets were paid in cash. Ocean Fleets will be merged into James Fisher Rumic Limited which already works closely with the Ministry of Defence. Roger Chapman, Managing Director of James Fisher Rumic said: 'This acquisition was achieved at a nominal price and adds an important group of skilled people to our team, as well as some interesting contracts with the MOD and oil majors. It also underlines our commitment to progressing our business with the MOD and the Defence contractors. We are well placed to expand this business and it is contributing positively from day one to James Fisher Rumic.' Progress on cs Nexus and dsv Fisher Cavalier At the half year two operational challenges were reported:- establishing alternative employment for cs Nexus and the sale of dsv Fisher Cavalier. cs Nexus As was stated at the half year Nexus completes her 9 year charter with Global Marine Systems Limited in December 2002. In view of the present poor state of the cable laying market, designs for several alternative uses of the vessel, including flexible pipe lay, accommodation and sub-sea support ship, have been prepared. Although discussions are currently underway with a number of interested parties it is unlikely that any of these will be concluded by the year end. The costs of her lay up until such future employment is agreed are c. £100,000 per month - of which £30,000 represents cash costs and £70,000 depreciation. dsv Fisher Cavalier Contracts have been exchanged for the sale of the dive support vessel Fisher Cavalier (to be completed by the year end), which is owned by James Fisher's 51% joint venture with Cammell Laird Group plc. This sale includes the resolution of all remaining contractual problems relating to the vessel. James Fisher's share of the losses for 2002 will be of the order of £1m, with a further write-off of approximately £350,000 on the sale. No further losses either of a capital or revenue nature are anticipated in 2003. Commenting, Angus Buchanan, CEO said: 'Of the two operational challenges we identified at the half year we are actively progressing employment for the Nexus in a converted configuration and we have resolved the Fisher Cavalier issue in a difficult sale and purchase market. Her sale has an immediately beneficial effect on our profit and loss account'. James Fisher, is a long established provider of specialist marine services including ship operating and management. Its strategy is to expand organically and by acquisitions with a focus on the Marine Support Services division, based on its engineering solutions, skills and expertise in the marine, subsea and oil field services industries. EC Hambro Rabben & Partners has acted as financial advisor to James Fisher. For further information contact: James Fisher Tim Harris Chairman Sunday 01692 580220 Monday 0207 338 5808 Scan Tech Bjorn Erik Bjornsen Managing Director Sunday 00 47 90 73 41 50 Monday 00 47 51 54 49 00 James Fisher Rumic Roger Chapman Managing Director Sunday 07850 953654 Monday 01229 469001 EC Hambro Rabben& Eivind Rabben Director 0207 355 4100 Partners Ltd Binns & Co PR Ltd Keeley Clarke/Judith Sunday 07967 816525 Parry Monday 0113 242 1171 Paul McManus Sunday 07980 541893 Monday 020 7786 9600 This information is provided by RNS The company news service from the London Stock Exchange
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