Acquisition

SYNSTAR PLC 10 September 1999 SYNSTAR ACQUIRES LANCARE FOR £12.5M Synstar Plc, the pan-European IT services group, today announces the acquisition of Lancare, through its purchase of Lancare's holding company Knowledge Technology Ltd. Lancare is a leading UK specialist multi-service network, integration and support company, with exciting e-commerce capabilities. The acquisition is in line with Synstar's long- term strategy to grow and develop both organically and by acquisition. Summary - Synstar is acquiring 100% of Lancare for an initial cash consideration of £10m, with a further earn-out conditional cash payment up to maximum of £2.5m. - Lancare is one of the largest independent networking companies in the UK with a client base including British Gas, Barnet Healthcare NHS Trust, BAA, Oxford University, Capital Radio and the MoD. - It has headquarters in Bristol and national coverage via branch offices in London, Gatwick, Birmingham and Glasgow. - In the year to 31 May 1999, Lancare made profits before tax of £494,000 on turnover of £16.4m. Net assets at that date was £1.2m. - The acquisition is consistent with Synstar's strategy for growth set out at the time of its flotation in March this year. Synstar believes that it will complement and enhance Synstar's existing network services offer, providing the opportunity for the cross selling of Lancare's advanced product to Synstar's blue chip clients initially in the UK and later across Europe. - The Lancare acquisition is expected to be immediately earnings enhancing before goodwill amortisation. - Synstar has continued to perform strongly since the announcement of its interim results on 8 June 1999 and the Board continues to be confident about the outlook for the full year. Richard Ferre, Group Managing Director of Synstar, commented: 'This transaction is exactly in line with our long-term growth strategy. Since our flotation in March of this year, we have consistently stated our intention to grow and develop Synstar both organically and by acquisition. As a total IT services company we deliver a full range of support services that provide comfort to our customers and their end- users. In the ever-complicated world of information technology, the supply and management of network solutions is vital to desktop availability. By acquiring Lancare, we are even more able to satisfy the growing networking needs of our customers. Like Synstar, Lancare is also an independent IT services company. This means that we have an ideal 'fit' in terms of culture and service ideology. Lancare is a company that has some extremely talented people who have developed powerful, state-of-the-art sales and service tools, which we intend to rollout across the market wherever possible.' Nigel Beresford, Managing Director of Lancare, commented: 'Lancare is a successful company founded on a sound technology platform. The acquisition by Synstar enables us to leverage off their strong market position, service offering and pan European coverage. This is a perfect match, which will allow us to achieve aggressive growth and an enhanced service portfolio.' For further information please contact: Richard Ferre Synstar Plc 01344 662 830 Joanne King Synstar Plc 01344 662 830 Susy Streeter GCI Focus 0171 600 1392 Alastair Hetherington GCI Focus 0171 600 1392 INTRODUCTION Synstar Plc, the European IT services group, today announces the acquisition of all of the issued share capital of Lancare, through its purchase of Lancare's holding company Knowledge Technology Ltd. Lancare is one of the largest independent networking companies in the UK and this acquisition will substantially enhance Synstar's existing network services division. An initial consideration of £10m in cash will be paid to the shareholders of Lancare. A further payment up to maximum of £2.5m cash will be made on completion of the terms of an earn-out. LANCARE Lancare, which is based in Bristol, is a private multi- service networking company, specialising in the provision and support of total networking solutions, voice and data, in Lan/Wan environments. Through highly skilled consultants and support specialists, the company is able to provide full design, consultancy and integration services including installation; ongoing remote network monitoring and management; and on-site problem resolution. Either through project driven 'drag' or direct business to business selling, the company also sells communication products from manufacturers such as Cisco, 3Com, and Lucent Technologies. Direct product selling is mostly achieved though an innovative e-commerce vehicle called Knowledge Club. This process allows potential customers to access the Lancare web site and 'menu select' required products. The company receives up to 30,000 web site hits per week. Lancare's client base includes British Gas, Barnet Healthcare NHS Trust, BAA, Oxford University, Capital Radio and Ministry of Defence, with its largest client contributing £1.8m of turnover for the year ended 31 May 1999. The company has national coverage of the UK. In addition to the headquarters in Bristol, Lancare has offices in London, Gatwick, Birmingham and Glasgow. It employs 116 people, of which 83% are either sales or technically orientated and has a low attrition rate. Lancare has five directors on its Board and 15 people working in finance and administration. Nigel Beresford, Managing Director and principal shareholder, founded Lancare in 1987. He has been in the IT sector for some 20 years. Prior to setting up Lancare he held senior management positions with ICL in South Africa and Carnell in the UK. His determination to establish Lancare as a provider of true value added service, technical integrity and innovative solutions has resulted in a company that has emulated that vision by developing a leading edge service range. He has been an exponent of electronic commerce for the improvement of business processes for many years. Lancare's resulting e-commerce and management tool won Service Management Europe 99 Best IT Service Award and a leading US consultancy firm recently termed Lancare's remote management service as 'world beating.' Upon completion, Nigel Beresford will continue to head the acquired Lancare business, reporting directly to Steve Bolton, Synstar's Managing Director, UK and Ireland. His position will be reviewed before the end of the one year period, with a view to a permanent appointment. For the financial year ended 31 May 1999, Lancare reported profits before taxation were £494,000 on turnover of £16.4m. The net assets of Lancare as at 31 May 1999, were £1.2m. REASONS FOR THE ACQUISTION Synstar's stated aim is to grow organically and through the strategic acquisition of complementary companies, to increase market share and become one of the top five IT service providers in Europe. Synstar uses its specialist knowledge in the utilisation and support of local area networks to assist its customers to plan and execute the installation of new computer networks, including cabling design and deployment, and router and hub configuration. The acquisition brings new areas of expertise in both e-commerce capabilities and the provision of complex network disaster recovery. In addition, the Group uses network analysis software to seek out potential bottle-necks and problem areas in connection with the installation of its customers' networks. These services are offered as stand-alone services, or in a portfolio of further software and user support and product sourcing services for desktop systems. The demand for network support of IT systems is growing, particularly in Continental Europe, as businesses increasingly migrate from centralised mainframe or mid-range computer systems to a decentralised client-server environment. Lancare has a strong brand name, an excellent sales team and provides an integrated networking product including its remote management and diagnostic software tools. The potential to 'cross sell' the Lancare product, initially to UK clients and later to clients across Europe, is excellent. Synstar has a presence in 12 European countries, employing almost 2,700 staff and counts 55 of the FTSE 100 index companies as its clients. Synstar will concentrate on developing the higher margin network integration, remote management and services element of the business, while retaining network related product sales. The market for networking in the UK in 1999 is estimated to be worth in the region of £1.2bn* and is currently growing at an estimated rate of 20%* per annum. There is the potential for Synstar to rollout the systems and products of Lancare through its subsidiaries in Continental Europe. INTEGRATION OF LANCARE Lancare's services will become part of Synstar's product portfolio and be introduced to new and existing exiting Synstar clients under the Lancare brand. Lancare will greatly enhance Synstar's networking services offerings and significantly augment its technical expertise in this area. Synstar will use the Lancare brand to drive all of its current and future local and wide area networking service products for maximum effect. This will be particularly significant in the field of voice and data convergence technologies, where Synstar's goal is to be a recognised leader in the field. IMPACT OF THE ACQUISITION The acquisition is expected to be immediately earnings enhancing, before goodwill amortisation from September 1999, with a full year effect reflected in Synstar's results for the year ending 30 September 2000. SYNSTAR PLC Financial information Synstar was admitted to the Official List of the London Stock Exchange on 5 March 1999. At its maiden interim results on 8 June 1999, Synstar announced an increase in turnover of 32% to £104m and an increase in operating profits of 43% to £5.2m in respect of the six months ended 31 March 1999. Synstar had net cash of £19.2m and a forward order book of approximately £240m. The Company Synstar is a leading independent provider of IT services to a broad range of customers in the UK and most Continental European countries. It addresses customers' IT services needs by offering a wide range of integrated services and solutions in two principal areas: Computer Services and Business Continuity Services. Synstar's Computer Services business offers hardware and software support services for a wide variety of manufacturers' computer products, desktop management services, data management services and computer repair services. The Business Continuity Services business offers comprehensive business continuity planning and consultancy and disaster recovery services. The Group markets its services to senior executives and IT managers in organisations that employ substantial IT infrastructures and are likely to rely on external service providers to support these in the most efficient way. Synstar's customer base includes a large number of private and public-sector organisations in the UK and many Continental European countries. The Group targets customers that have the scale to be large, sophisticated buyers of IT services, including customers which the Directors believe are likely to be key drivers of future growth, such as British Airways, CSC, DailmerChrysler, Generale Bank, L'Oreal, the NHS, SmithKline Beecham and Telecom Italia. * Source: Ovum research, June 1999, commissioned by Synstar
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