Acquisition/Placing

Gooch & Housego PLC 18 September 2000 Gooch & Housego PLC 'Acquisition of a major supplier to the World Q-switch market' Gooch & Housego PLC ('G&H'), the specialist manufacturer of precision optical components and bespoke glass engineering items, acoustic-optic devices and instruments for measuring optical radiation, today announces the acquisition of Neos Technologies Inc ('Neos') and a Vendor Placing to raise £2.6 million. Highlights * Acquisition of Neos, a major Q-switch manufacturer based in the US, for $6.4 million. * Unaudited management accounts for Neos for the year to 31 July 2000 show sales of $6.1 million and pre-tax profits of $1.35m. * Acquisition will considerably strength G&H's position in the Word Q-switch market as well as improving G&H's access to the US market for existing products range. * Vendor Placing of 1,095,000 new Gooch & Housego shares at 240p to raise £2.6m. * Placing of 300,000 Directors' shares. * Current trading in line with expectations. Archie Gooch, Chairman and Founder of G&H said 'We are delighted to have made this strategically important acquisition. Neos' product range is complementary with our own and I am particularly pleased that we have acquired the patent for Neos' Q-switch, which contains crystal quartz, for use in diode pumped systems. There is a new and growing demand for this type of switch'. For further information please contact: Gooch & Housego 01460 52271 Archie Gooch, Executive Chairman Ian Bayer, Finance Director Buchanan Communications 020 7466 5000 Tim Thompson The Board of Gooch & Housego is pleased to announce the acquisition of Neos for $6.4million. The acquisition is being financed by £1.9m in cash and the issue of 1,095,000 new G&H ordinary shares to the Vendors. The Vendors interests have today been placed by Charterhouse Securities at 240p per share. On completion, G&H will acquire 96.13 per cent of Neos' issued share capital. The Minority Interests will be purchased or compulsorily acquired in accordance with the laws of Florida and G&H therefore expects to own 100 per cent. of Neos by, at latest, 31 December 2000. Neos was founded in 1982 and is based in Florida with 46 employees. It manufactures Q-switches and other acousto- optic devices and together with G&H is the major supplier to the world Q-switch market. The unaudited Management Accounts for Neos for the year ended 31 July 2000 show sales of $6.1m and pre-tax profits of $1.35m. Under the terms of the acquisition agreement G&H will pay $6.4m on completion less the amount due to the Minority Interests of which $1.9m will be held in escrow; £1.4m until completion of the audited accounts for the year ended 31 July 2000, and $0.5m until 30 November 2001.If the audited profits for the year to July 2000 fall short of $1.35m, the consideration will be reduced by 5.5 times the amount of any such shortfall. The Vendors have warranted net assets of not less than $3.0m as at 31 July 2000. In the year to July 1999 Neos suffered similar problems to those experienced by G&H caused by capacity difficulties in the electronics industry in Japan and the Far East. Sales fell to $3.7m from $4.7 achieved in 1998., and similarly pre-tax profits were reduced from $1m to $0.6m. Since 1999 Neos has benefited from the subsequent improvement in market conditions also enjoyed by G&H. The acquisition will considerably strengthen G&H's position in the World Q-switch market and will also improve both G&H's access to the US market for its existing product range and Neos' access to European markets. In addition, there is scope for substantial savings in the cost of manufacture as G&H will be able to supply almost all of the optical components, which Neos currently subcontracts. The principal vendors of Neos are Ed Young, President, and Bob Belfatto, Vice-President. They have agreed to remain with the business and have signed service contracts for 1 year and 2 years respectively. We are looking forward to working with them to strengthen and enlarge the combined business of the Group. Concurrent with the Vendor placing, three of the Company's Directors have sold shares which have been placed with Institutional Investors at a price of 240p per ordinary share. A.W.Gooch has sold 150,000 shares reducing his holding to 1,516,008 shares representing 8.42% of the enlarged issued share capital., Mrs.H.Virgin has sold 75,000 shares reducing her holding to 3,403,226 shares representing 18.9%, and D.E.Irish has sold 75,000 shares reducing his holding to 998,206 shares representing 5.55%. In addition, A.W.Gooch and Mrs. H. Virgin have a non-beneficial interest in the 2,999,880 shares held by the Gooch / Virgin Discretionary Trust, and in 200,000 shares held by a charitable trust. Since G&H reported its interim results in June 2000, trading has continued to be in line with expectations in all areas of the Group's business. Within our current operations the G&H Ilminster business has received an initial order of £200,000 for crystal optical components for use in Telecommunications systems in the US. The customer has indicated that this is likely to be followed by regular, more substantial orders. Current trading, together with the strategically important acquisition of Neos, gives the Board considerable confidence in the future prospects of the Group. Application has been made for the new G&H shares to be admitted to dealing on the Alternative Investment Market. Dealings are expected to commence on 21 September 2000.
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