Acquisition

RNS Number : 9405P

RWS Holdings PLC

11 October 2011

 



RWS GROUP

                                                                                                                                                   11 October 2011

For immediate release

RWS Holdings plc

Acquisition of inovia Holdings Pty Limited

RWS Holdings plc ("RWS"), Europe's leading provider of intellectual property support services (patent translations and technical searches), is pleased to announce the acquisition of an initial one third interest in inovia Holdings Pty Limited ("inovia"), a leading provider of web-based international patent filing solutions, and an agreement to acquire the remaining share capital, for a maximum aggregate price of US$31.2 million.

The total cash consideration comprises an initial payment of US$5.8 million and deferred consideration for the remaining two thirds of the issued share capital, which will be calculated according to an agreed earnout formula and payable in September 2013.  The deferred consideration is capped at a maximum of US$25.4 million, which will become due if revenues for the year ended 30 June 2013 of not less than US$29 million and  EBITDA of not less than US$5.4 million are achieved.

The acquisition is in line with RWS's stated strategy to complement organic growth by deploying its cash resources for selective acquisitions which have demonstrable growth prospects and the capacity to enhance shareholder value.

Headquartered in New York, inovia is the largest non-law firm provider of international patent filing solutions globally.  Its patented, web-based technology provides over 1000 law firm and corporate clients with cost effective processing of international patent applications, typically producing cost savings in excess of 30%.  From its locations in the US, Australia, Europe and Japan, its patent filing service covers 62 jurisdictions in 84 countries.    

inovia's sales for the year ended 30 June 2011 were US$15.1m, an increase of 33.5% over 2010.  Its EBITDA remained marginally negative for the financial year but the business is expected to become profitable in the new financial year.  As at 30 June 2011, the business had net assets of US$1.5 million. inovia has continued to trade in line with the management team's expectations since the beginning of the current financial year and is significantly ahead of the first two months of the prior year.

Andrew Brode, Executive Chairman of RWS commented:

"inovia's excellent proprietary technology platform will add a highly complementary and scaleable service to our existing patent search and translation offering.  Having initially focussed on the US market, we believe that there is considerable opportunity for inovia to also grow in the European and Asian markets and, with the significant cross selling opportunities available across the two businesses, we look forward to assisting  in its next stage of development."

inovia was advised on the transaction by Marks Baughan & Co.

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For further information contact:

RWS Holdings plc

Andrew Brode, Executive Chairman                                                                               01753 480200

MHP

Katie Hunt /Simon Hockridge                                                                                       020 3128 8100

Numis

Stuart Skinner (Nominated Adviser)                                                                              020 7260 1000

James Serjeant (Corporate Broker)

About inovia

inovia was founded in 2002 in Sydney, where its research and development is still based, and is headquartered in New York, has an office in Munich and representation in London, Edinburgh and Tokyo.  It has 29 employees and a network of 46 global agents, comprising patent attorneys and intellectual property experts, covering 62 jurisdictions in 84 countries.  inovia's patented technology streamlines the PCT national filing stage and European validation processes, by delivering instant, accurate quotes, reducing administrative time and automating document generation, combined with deadline monitoring by a team of IP experts and a client portal which enables all applications to be fully trackable.  inovia expects to be ranked #1 in the USA, #2 in Europe and #3 in the world in terms of PCT's taken to the national stage in 2011.  For further information please visit: www.inovia.com

About RWS:

RWS is Europe's leading provider of intellectual property support services (patent translations and technical searches) to the medical, pharmaceutical, chemical, aerospace, defence, automotive, electronics and telecoms industries. RWS also provides specialist technical, legal and financial translation services for areas of industry outside the patent arena.  RWS is based in the UK, with offices in Europe, New York, Tokyo and Beijing, and is listed on AIM, the London Stock Exchange regulated market (RWS.L).

Approximately 1,000,000 patent documents are published per annum, 200,000 of which are published in Europe (Source: European Patent Office) and the intellectual property market has shown significant growth in recent years, with patent applications in Europe having doubled over the last ten years. 

For further information please visit: www.rws.com

 

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