Acquisition
Fisher (James) & Sons PLC
06 October 2006
James Fisher and Sons plc
(James Fisher or the 'Company')
£7.0 million Acquisition of support services business
James Fisher, the leading marine service company, announces the acquisition of
the privately-owned UK based Strainstall Group Limited (Strainstall) and its
subsidiaries, for a maximum consideration of £7.0 million plus the assumption of
£4.2 million of debt. The acquisition is for cash and loan notes and is being
funded from existing resources.
Strainstall designs and supplies safety and productivity based monitoring,
control, load measurement and structural monitoring systems. The Group operates
internationally and services a wide range of industries including the marine,
offshore, nuclear, and rail markets.
In the marine sector Strainstall owns Strainstall AMTS, a leading manufacturer
of Quick Release Mooring Hooks, which in partnership with Strainstall UK, also
provides computerised ship approach, jetty management and mooring systems. In
the offshore and other industrial sectors, Strainstall's equipment covers a wide
variety of load and stress monitoring applications. Its subsidiaries Prolec and
TRE are market leaders in the provision of excavator safety, productivity and
machine control products and computer based rail network signalling simulation
and training systems respectively.
Strainstall and Fendercare, a James Fisher subsidiary, have for some time
undertaken joint marketing of their ports products, including Strainstall's full
range of berth management systems. The acquisition will enable the enlarged
Group to provide advanced turnkey mooring and harbour systems for the fast
growing port and terminal industry. Strainstall, like FenderCare, will form part
of James Fisher's specialist technical division, whose key components also
include James Fisher Nuclear and Remote Marine Systems. Revenue of this division
was up 87% and profits doubled in the last six month trading period. Organic
growth was the main contribution to this improved performance.
The purchase consideration of Strainstall consists of £5.25 million in cash with
a further maximum earn-out of £1.25 million payable if Strainstall's EBITDA
(earnings before interest, tax, depreciation and amortisation) for the year
ended 31 December 2006 exceeds £1.23 million and a further maximum earn-out of
£500,000, if the EBITDA for the year ended 31 December 2007 exceeds £1.44
million. Both earn-outs may be payable in a mixture of 57% cash and 43%
redeemable loan notes. James Fisher is also assuming Strainstall debt of £4.2
million. Strainstall's post tax profits for the year ended 30 September 2005
were £381,000 and its gross and net assets at that date were £7.6million and
£2.2m respectively. TRE was acquired in June 2006.
Tim Harris, Chairman of James Fisher, said:
'Strainstall represents the latest step in the expansion of marine support
services which, in the first half of 2006, contributed 67% of profits. It fits
the James Fisher model well with its products and services enjoying strong
positions in specialist niche markets in the marine, nuclear and offshore
sectors and, for the first time, brings the railway and civil markets to the
Group.'
Chris Caws, Managing Director of the Strainstall Group said:
'James Fisher is a good fit for Strainstall because its refreshing approach to
building service businesses is similar to ours. I and my senior management will
be staying with and look forward to developing the business.'
Strainstall's head office is in Cowes, Isle of Wight. It employs 145 people
mainly in Cowes and the West of England. The company has regional offices in
Norway, Belgium and Dubai.
EC Hambro Rabben & Partners Ltd acted as corporate finance advisors to James
Fisher.
For further information, please contact:
James Fisher and Sons plc Tim Harris Chairman 020 7338 5808
www.james-fisher.co.uk
Strainstall Limited Chris Caws Managing Director 01983 203 600
www.strainstall.com
EC Hambro Rabben & Partners Eivind Rabben 020 7355 4100
www.echambrorabben.co.uk Peter Donald 020 7355 4100
Adventis Financial PR Peter Binns 020 7034 4765
www.adventis.co.uk
Editors' note:
James Fisher and Sons plc
In the recently announced interim results (August 30th 2006) of James Fisher and
Sons the Chairman's statement said of their Specialist Technical Services
Division:
'The FenderCare group performed exceptionally well. It is well placed in two
markets - oil and port development - both of which are extremely strong at
present. FenderCare is expanding further worldwide, based on its widely
recognised specialist skills and have recently upgraded operations in Singapore
and opened a new base in the Middle East, one of the world's fastest growing
markets.
James Fisher Nuclear had a better six months. We enjoy a niche decommissioning
skill in remote handling and attractive industrial premises at Egremont, close
to the Sellafield site. James Fisher Nuclear has recently teamed with a number
of complementary, like-minded companies to form a joint company called Cumbria
Nuclear Solutions Limited. This has started to bid for some of the larger
contracts which, individually, we previously did not have the capacity to take
on.
Remote Marine Systems again performed well in the first half. It enjoys a strong
market niche in the North Sea, for the design and production of electrical
penetrators for oil wells. In the usual James Fisher way we are now encouraging
a more extensive international marketing effort with some success to date.'
This information is provided by RNS
The company news service from the London Stock Exchange