Acquisition

RNS Number : 5490Y

Digital Barriers plc

02 March 2012

 



2 March 2012

Digital Barriers plc

("Digital Barriers" or the "Company")

Acquisition of Codestuff Ltd

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

Based near Edinburgh, Scotland, Codestuff is the developer of a range of best-in-class IP video solutions for the security, infrastructure, transportation and defence industries.  Operating primarily in the UK, Codestuff's solutions include video management system ("VMS") software and network video recorder ("NVR") servers, in addition to system design and development services that build on its extensive video management platform. Codestuff offers its solutions to a variety of leading players in the CCTV and security industries, as well as a number of OEMs, and is an existing supplier of VMS technology to Digital Barriers.

Rationale for the Acquisition

The board of directors of Digital Barriers (the "Board") believes that Codestuff brings significant video management IP and system development tools and will enhance the Company's ability to offer a leading-edge capability in the design of front-end systems for security technology.  This capability will allow Digital Barriers to more effectively and coherently deploy its existing and any newly developed or acquired IP in the tailored, scalable, easy to use and integrated manner demanded by its customers to meet specific operational requirements.  This will include Digital Barriers' advanced surveillance offerings to the aviation, rail, oil and gas and defence sectors, and will bring together video, unattended ground sensing and other core technologies within the Company.

Codestuff also brings to Digital Barriers a compelling product set that is both additive and complementary to Digital Barriers' existing IP. Codestuff's product set includes the well-regarded "Quorum" VMS range of solutions, which should bring additional scale to Digital Barriers in this market.

Terms of the Acquisition

Under the terms of the Acquisition, Digital Barriers will acquire the entire issued share capital of Codestuff for an initial consideration of £750,000, payable to the vendors of Codestuff upon completion of the Acquisition in cash, subject to certain debt-like deductions.

Dependent upon the successful satisfaction by Codestuff of significant financial and operational targets in the period from completion of the Acquisition to 31 March 2014, additional payments up to a total of £750,000 may be made by Digital Barriers in cash.

Financial information

Codestuff's latest unaudited accounts for the financial year ended 31 January 2012 report turnover of £0.60 million with an operating loss of £0.06 million. As at 31 January 2012, Codestuff had net liabilities of £0.02 million.

Colin Evans, Managing Director of Digital Barriers commented:

"Codestuff not only brings to Digital Barriers a suite of significant and extremely well regarded IP, but also the capability to integrate that IP into a wide range of coherent, integrated systems.  As a company we already partner with Codestuff and have an excellent long-standing relationship with them. This acquisition will allow Digital Barriers to enhance the ways in which our customers use, interact with and respond to the leading-edge technology we already deploy in video surveillance and unattended ground monitoring. I look forward to working with the Codestuff team and welcome them to our company."

For further information please contact:

Digital Barriers plc	[phone]
Colin Evans, Managing Director
Investec Investment Banking	[phone]
Andrew Pinder / Dominic Emery
FTI Consulting	[phone]
Edward Bridges / Matt Dixon / Elodie Castagna

About Digital Barriers

Digital Barriers provides advanced surveillance technologies to the international homeland security and defence markets. Specialising in 'edge-intelligent' solutions that can be deployed across remote, hostile or complex operating environments, we work with governments, multinational corporations and system integrators in the defence, law enforcement, critical infrastructure, transportation and natural resources sectors.

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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