Acquisition of Keeneo SAS

RNS Number : 4410L

Digital Barriers plc

01 August 2011

 



1 August 2011

Digital Barriers plc

("Digital Barriers" or the "Company")

Acquisition of Keeneo SAS

Digital Barriers plc (AIM: DGB), the specialist provider of products and services to the homeland security market, is pleased to announce the acquisition of Keeneo SAS ("Keeneo") (the "Acquisition").

Keeneo was founded in 2005 as a spin-out from INRIA, the French institute for computer science and automatic control research, and provides proprietary video analytics software solutions to the security, aviation, mass-transit, energy and industrial sectors from its operational base in Sophia-Antipolis, France. Keeneo operates primarily in Europe but has recently begun to extend its presence into other regions, most notably the Middle East.

Keeneo's solutions enable the real-time detection of human intrusion and other pre-defined activities or incidents within a targeted 3D area or zone.  Keeneo also offers a patented "4D" solution that can intelligently adapt its surveillance to manage adverse environmental effects, such as changing light or weather conditions.

Rationale for the Acquisition

The board of directors of Digital Barriers (the "Board") believes that the market opportunity for Keeneo's video analytics software is potentially significant across the target sectors and geographies in which it operates. Keeneo's solutions, when combined with the assets and technologies acquired through the prior acquisitions of Waterfall Solutions, Essential Viewing and COE, provide Digital Barriers with a strong platform from which to exploit the opportunities in the premium visual surveillance market.  It is the Board's view that video analytics capabilities are becoming an increasingly important element of this particular market, given the ever-increasing scale and complexity of surveillance platforms and the data they must handle.  Analytics capabilities will allow Digital Barriers' security and defence customers to not only significantly enhance their situational awareness, but also increase efficiency and reduce operating costs.

Terms of the Acquisition

Under the terms of the Acquisition, Digital Barriers will acquire the entire issued share capital of Keeneo for an initial consideration of €2.0 million, payable to the vendors of Keeneo upon completion of the Acquisition.  Of this consideration, €400,000 will take the form of Digital Barriers ordinary shares and application will be made for 195,460 ordinary shares to be admitted to AIM, with admission expected to become effective on 5 August 2011.  The balance of the consideration will be paid in cash, to be satisfied from the Company's existing cash reserves.  Upon completion, Digital Barriers will also assume debt of up to €1.0 million.

Dependent upon the successful satisfaction by Keeneo of certain financial and operational targets in the period from completion of the Acquisition to 31 March 2014, further deferred consideration may be paid by Digital Barriers, in phases, up to a maximum total consideration of €6.5 million.  This deferred consideration would be satisfied by a combination of cash and by the issue of up to a maximum of €2.25 million in new ordinary shares in Digital Barriers. 

Financial information

Keeneo's latest accounts for the financial year ended 31 December 2010 reported turnover of €1.02 million (2009: €0.55 million) with a loss before interest and tax of €0.47 million (2009: €0.70 million). As at 31 December 2010, Keeneo had net assets of €0.45 million.

Colin Evans, Managing Director of Digital Barriers commented:

"Keeneo's solutions are highly effective, proven through their use in real-world, real-time situations and further enhance Digital Barriers' existing video surveillance offering. Keeneo's market focus also fits very neatly with our own, particularly in the Middle East, a key growth region for our firm.  We also believe that there are significant opportunities to integrate Keeneo's technology with other Digital Barriers capabilities to provide our customers with unique technology offerings in the complex surveillance space. I look forward to working with the Keeneo team and welcome them to the Company."

Benoit Georis, Managing Director of Keeneo added:

"Since our spin-out from INRIA in 2005, Keeneo has been working on the development of premium video analytics software which, we believe, presents customers with a truly world-class intelligent surveillance solution. This is supported by the significant organisations we already count as partners or customers, including Thales, Alcatel-Lucent, Paris-Charles de Gaulle Airport, New Doha International Airport, the City of Nice, Sonatrach and Eurocopter. We have an excellent software engineering team, all of whom are excited to now be part of Digital Barriers.  The opportunity for us to access new markets and customers and to complement other Digital Barriers' technologies is compelling."

For further information please contact:

Digital Barriers plc	[phone]
Tom Black, Executive Chairman
Colin Evans, Managing Director
Investec Investment Banking	[phone]
Andrew Pinder/Dominic Emery
Financial Dynamics	[phone]
Edward Bridges/Matt Dixon

About Digital Barriers

Digital Barriers provides specialist services and advanced technology solutions to the international homeland security and defence sectors. We focus on counter-terrorism, cyber-security and specialist areas of defence, helping our clients select, architect and deploy effective and proportionate solutions to enhance the physical and electronic security of high-profile, high-value potential targets. Digital Barriers technology already protects airports, public transportation systems, secure government locations, border crossings, critical national infrastructure facilities and computer systems and networks in a significant number of locations around the world. We also provide advanced technology to support military operations, particularly in the areas of counter-insurgency and force protection.

www.digitalbarriers.com

Disclaimer

This announcement includes statements that are, or may be deemed to be, "forward-looking statements".  These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology.  These forward-looking statements include matters that are not historical facts.  They appear in a number of places throughout this announcement and include statements regarding the Company's current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets.  By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances.  Actual results and developments could differ materially from those expressed or implied by the forward-looking statements.  Forward-looking statements may and often do differ materially from actual results.  Any forward-looking statements in this announcement are based on certain factors and assumptions, including the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity.  Whilst the Company considers these assumptions to be reasonable based upon information currently available, they may prove to be incorrect.  Save as required by law or by the AIM Rules for Companies, the Company undertakes no obligation to publicly release the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Company's expectations or to reflect events or circumstances after the date of this announcement.

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