Acquisition
SENIOR PLC
17 September 1999
Senior Makes Major European Aerospace Acquisition
SENIOR PLC ('Senior') is pleased to announce that it has acquired the
Aerospace Ducting Division of Cork Industries Limited ('Cork') for a net
consideration of approximately £51.9 million. Cork's Aerospace Ducting
Division is a world leading composite rigid and flexible ducting manufacturer,
as well as a producer of metallic bellows and ducting. This acquisition
represents a significant addition to Senior's Aerospace activities, broadening
and enhancing both Senior's product range and the Group's exposure to key
customers and markets in the global aerospace business.
The transaction was structured as the purchase of the entire share capital of
Cork for a cash consideration of £48.3 million and the assumption of £1.7
million of non-interest bearing loan notes and £1.9 million of interest
bearing loan notes. Additionally, Senior assumed certain bank and other
debt within Cork, immediately followed by the sale to the vendors of Cork's
non-aerospace ducting businesses for £1, together with the vendors' re-
assumption of such bank and other debt.
The cash consideration was satisfied from the Group's existing facilities.
The exact consideration is dependent on the debt-free value of net assets at
closing, which are currently expected to be £8.3 million. Following the
acquisition, Senior will have net debt of approximately £157 million.
In the year ended 30 June 1999, Cork's Aerospace Ducting Division reported
consolidated sales and profits before tax (before charging interest of
approximately £0.1 million in respect of the interest bearing loan notes
assumed), of approximately £22.4 million and £5.0 million, respectively. Debt
free consolidated net assets reported as at 30 June 1999 were £8.6 million.
Cork's Aerospace Ducting Division serves both the European and North American
aerospace markets. It designs and manufactures composite and metallic ducting
used in the commercial, regional and business jet, and general aviation
markets, operating from two sites in the UK and one in the US. Major customers
include Airbus, Boeing, Bombardier, Cessna, Embraer and Raytheon.
Composite ducting products are principally used in low temperature and
pressure applications, for example avionics ventilation, cabin recirculation,
acoustic silencers, air conditioning supply, flight deck air distribution and
windscreen demisting. The acquisition is therefore highly complementary to
Senior's SSP Division in California, already a world leader in the design and
manufacture of metallic ducting systems, significantly enhancing its existing
product portfolio. The acquisition also brings Senior additional exposure to
the strongly growing regional jet sector of the aerospace market, offering
additional opportunities for Senior's existing aerospace businesses. The bulk
of the newly acquired business will be managerially integrated with SSP.
Commenting on the acquisition, Andrew Parrish, Senior's Group Chief Executive
said: 'The acquisition of Cork's Aerospace Ducting Division is a major step
in the strategic development of Senior's aerospace business. It clearly
reinforces Senior Flexonics' position as a major global supplier of aerospace
and space ducting systems. The addition of composite flexible ducting to our
range allows Senior Flexonics to extend its system supplier approach and to
provide global engine and airframe manufacturers with a single source for the
design and manufacture of complete ducting systems.
This aerospace acquisition meets Senior's publicly stated objectives of
substantially expanding the Group's manufacturing and market presence in the
UK and Continental Europe as well as increasing Senior's exposure to the
robust regional jet market sector in North and South America.
We have been evaluating this acquisition for more than twelve months. The
consideration of approximately £51.9 million represents a multiple of
approximately 10.4 times historic operating profits. We believe the price
reflects the Aerospace Ducting Division's growth prospects and the substantial
potential which the business brings to Senior's existing activities. The
acquisition is expected to be immediately earnings enhancing before goodwill
amortisation, with improvements in 2000, based on recently awarded programmes,
slightly biased towards the second half of the year.
Though not a primary reason for the acquisition, the additional UK profits
will, through the utilisation of UK tax losses, materially assist in reducing
the overall effective tax rate for the Group.
Following the acquisition of Pathway, the world leader in expansion joint
manufacture, for approximately £22 million earlier in 1999, the acquisition of
Cork's Aerospace Ducting Division completes Senior's programme to reinvest the
proceeds of the disposal of the bulk of the Engineered Products & Services
activity in its core Flexonics business. Senior's acquisition investment now
totals approximately £87 million in 1999 to date. The Group continues to
pursue acquisitions that both enhance its product range and deliver upon our
strategic objectives.'
For further information, please contact:
SENIOR PLC 01923 775547
Andrew Parrish, Group Chief Executive
Terry Garthwaite, Group Finance Director
Glenn Timms, Director - Corporate Development
Senior Flexonics Inc 001 630 372 3000
William Kowal, Chief Operating Officer, Senior Flexonics
Finsbury 0171 251 3801
James Murgatroyd
Morgan Bone
Internet users will be able to view this announcement, together with other
information about SENIOR PLC, on the web site www.seniorplc.com
Notes to Editors
SENIOR PLC is an international engineering group with a market capitalisation
of approximately £310 million. It is the clear global leader in the design,
manufacture and marketing of thin-walled flexible tubing and related high
technology products, servicing the Aerospace (including Space), Automotive and
Specialised industrial markets.