DISPOSAL OF IT SOLUTIONS
Acal PLC
27 September 2007
FOR RELEASE 7:00AM 27 SEPTEMBER 2007
Not for release, publication, or distribution in or into the United States of
America, Australia, Canada or Japan
ACAL plc
(Leading pan-European, value-added technology based distributor
providing specialist design-in, sales and marketing services)
PROPOSED DISPOSAL OF THE ACAL IT SOLUTIONS BUSINESS FOR £41 MILLION
Highlights
• Proposed sale of IT Solutions Business to Avnet, Inc., a US-listed
distribution group, for a cash consideration of £41 million.
• Initially, the net proceeds will be used to reduce the Group's debt
and the balance placed on deposit. In due course, they will be used to invest
in growing the Continuing Group.
• In view of its size the sale is conditional, amongst other things,
upon the approval of Shareholders. A circular containing a notice convening
the EGM, at which the Resolution will be proposed, will be sent to
Shareholders shortly.
Richard Moon, Chairman of Acal plc, said,
"Following a strategic review last year the Board of Acal plc has concluded that
the development of its IT Solutions Business would be best served as a part of a
larger organisation with an international reach. Avnet provides an exciting
opportunity for the staff and stakeholders of this growing business to maximise
its opportunities for the future.
Acal will concentrate its focus on the group's core Electronics and Parts
Services businesses."
For further information:-
Tony Laughton - Chief Executive 01483 544500
Jim Virdee - Finance Director 01483 544500
Richard Barlow 020 7311 1000
KPMG Corporate Finance
Brian Coleman-Smith/James Verstringhe/Leanne Denman 020 7367 5100
Cubitt Consulting
Notes to Editors:
1 The Acal Group is a leading European technology based distributor
providing specialist design-in, sales, marketing and other services at present
through three divisions: Electronics, Parts Services and IT Solutions. Its
value-added philosophy and geographic coverage enables Acal to provide
specialist knowledge and support to customers on a pan-European basis.
2 Design-in is the process by which Acal's sales engineers work with
customers and suppliers to procure components which meet the specific technical
and performance needs of the customers.
3 Acal has operating companies in the UK, Netherlands, Belgium, Germany,
France, Italy, Spain and Scandinavia. Westech Electronics, an associated
company, is based in Singapore and covers the Far East region.
This announcement contains a number of forward-looking statements relating to
the Group and the Continuing Group with respect to, amongst others, the
following: financial condition; results of operations; economic conditions in
which the Group operates and in which the Continuing Group will operate; the
business of the Group and the Continuing Group; future benefits of the Disposal
and management plans and objectives. The Company considers any statements that
are not historical facts as ''forward-looking statements''. They relate to
events and trends that are subject to risks and uncertainties that could cause
the actual results and financial position of either the Group or the Continuing
Group to differ materially from the information presented in the relevant
forward-looking statement. When used in this document the words ''estimate'',
''project'', ''intend'', ''aim'', ''anticipate'', ''believe'', ''expect'',
''should'' and similar expressions, as they relate to the Group and/or the
Continuing Group or the management, are intended to identify such forward
looking statements. Readers are cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this document.
Neither the Company nor any member of the Group or the Continuing Group
undertake any obligation publicly to update or revise any of the forward-looking
statements, whether as a result of new information, future events or otherwise,
save in respect of any requirement under applicable laws, the Listing Rules, the
Disclosure and Transparency Rules and other regulations.
KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated
by the Financial Services Authority for investment business activities, is
acting for the Company as Sponsor and financial adviser in relation to the
Disposal and is not acting for any other person in relation to such Disposal.
KPMG Corporate Finance will not be responsible to anyone other than the Company
for providing the protections afforded to its clients or for providing advice in
relation to the contents of this announcement or any transaction or arrangement
referred to herein.
FOR RELEASE 7:00AM 27 SEPTEMBER 2007
Not for release, publication, or distribution in or into the United States of
America, Australia, Canada or Japan
ACAL plc
(Leading pan-European, value-added technology based distributor
providing specialist design-in, sales and marketing services)
PROPOSED DISPOSAL OF THE ACAL IT SOLUTIONS BUSINESS
1. Introduction
The Board of Acal announces today that the Company has conditionally agreed to
sell its IT Solutions division excluding Vertec (the ''Acal IT Solutions
Business''), to Avnet, Inc., a US-listed distribution group, for a cash
consideration of £41 million. The consideration is subject to certain
adjustments calculated in accordance with the Disposal Agreement.
In view of its size the Disposal is conditional, amongst other things, upon the
approval of Shareholders. A circular containing a notice convening the EGM, at
which the Resolution will be proposed, will be sent to Shareholders shortly.
2. Background to and reasons for the Disposal
Acal currently comprises three divisions: Electronics, Parts Services and IT
Solutions.
The strategy of the Acal Group is to concentrate on products and services which
can generate superior margins when compared to ''broadline'' distributors. This
is largely achieved by selecting products that require significant support and/
or added value. On a regular basis the Board reviews all businesses within the
Acal Group in order to ensure that this strategy is being delivered and to
examine other opportunities to enhance shareholder value.
The Board believes that, in future, the interests of Shareholders will be better
served by Acal concentrating its management and other resources on the
development and growth of its Electronics and Parts Services divisions. Both
have opportunities for growth in areas in which they are strong.
The Electronics business has at its core a strategy of ''demand creation''
distribution, or ''design-in'', rather than demand fulfilment, and this is the
key differentiator between Acal and most other distributors in the industry.
This has been considerably enhanced in the past two years by a greater emphasis
on higher technology products, and in particular, the introduction of a number
of new specialised semiconductor suppliers, which the Board believes not only
provide access to a far greater market potential than the Company's more
traditional passive and electromechanical portfolio but also a higher potential
for growth over the longer term. It has involved considerable investment in
people and skills which will continue as further complementary suppliers are
added. Acal's ''design-in'' approach to distribution means that there is
inevitably a time lag, which can vary from 9 to 24 months, between introduction
of a new product line and generation of revenue from that line. In the last year
or so we have started to see the benefits of an enhanced product portfolio. As
new product lines have been introduced at different times in different
territories, these benefits have arisen, and will correspondingly arise, over
different periods in different territories.
The Parts Services business concentrates on the supply and management of parts
for IT infrastructure maintenance and service companies. It offers a distinctive
model which combines our knowledge of failure rates in IT equipment and
technical expertise to provide reduced inventory expenditure for customers
without affecting service levels. Acal Parts Services takes control of all
aspects of the supply chain and converts the unpredictability of inventory cost
for customers into accurate pricing for all aspects of supply and life cycle
management 24 hours a day, 7 days a week, whilst at the same time removing from
these customers uncertainties relating to inventory obsolescence and the need
for stock write downs - these are increasingly attractive services required by
maintenance and service organisations which operate in an industry with
constantly reducing unit prices and margin pressure. There is a high level of
interest among customers and potential customers in the Acal Parts Services
offering. However, the change to what is essentially an outsourced model for
procurement and management of spare parts involves fundamental changes in
customer organisations and therefore takes considerable time to ''sell'' and
implement.
Whilst Acal's strategy is primarily based on organic growth, the Board will
consider selective acquisitions where they accelerate the delivery of this
strategy.
Given the decision to concentrate on the Electronics and Parts Services
divisions, the Board has decided to dispose of the Acal IT Solutions Business.
Following the Disposal, for reporting purposes, Vertec, our medical
instrumentation business will be included within the Electronics division.
3. Principal terms of the Disposal
Under the terms of the Disposal Agreement which was signed on 27 September 2007,
the Company has agreed to sell the companies and businesses comprising the Acal
IT Solutions Business to Avnet, for a cash consideration of £41 million which is
subject to adjustment, inter alia, for cash and debt in that business as at
Completion. The Disposal Agreement contains warranties, covenants and
indemnities given by the Company to the Purchaser and from the Purchaser to the
Company which are customary for a transaction of this nature.
The Disposal is conditional upon obtaining the approval of the Shareholders at
the Extraordinary General Meeting and on merger control clearance. The Disposal
Agreement will terminate if, amongst other things, shareholder approval is not
received or if merger control clearance is not obtained, or if these conditions
to Completion are not satisfied or waived on or before 31 January 2008. The
Disposal is not conditional upon the approval of the shareholders of Avnet, Inc.
Unless the parties agree otherwise the transfer of the German Business will not
complete if, before the expiry of one month of being informed of their transfer,
five or more employees of the German Business object to the transfer. In this
eventuality, the purchase price will be reduced by a maximum of £1.5 million,
according to a mechanism to be determined at that time. This will not, however,
affect the completion of the sale and purchase of the other businesses.
The sale and purchase of the Swedish Business is conditional on the completion
of a consultation process with the trade union of the employees of the Swedish
Business. In the event that a particular key employee of the Swedish Business
refuses to transfer to the Purchaser, unless the parties agree otherwise the
transfer of the Swedish business will not complete and the parties will
negotiate a price reduction, subject to a maximum of £0.3 million, according to
a mechanism to be determined at that time. This will not, however, affect the
completion of the sale and purchase of the other businesses.
If the sale and purchase of the German Business and/or the Swedish Business is
not completed it will not be practical, and the Board does not intend, to
continue to operate these businesses. The remainder of the Disposal will go
ahead, subject to shareholder consent.
The Disposal is expected to be completed following receipt of merger control
clearance.
4. Financial effects of the Disposal and use of proceeds
The net cash proceeds arising from the Disposal are expected to be approximately
£38 million after the payment of professional fees and other costs relating to
the Disposal. Initially, these net proceeds will be used to reduce the Group's
debt and the balance placed on deposit. In due course they will be used to
invest in growing the Continuing Group as noted in paragraph 2 above.
The Group will also incur costs, estimated to amount in aggregate to
approximately £3.5 million, to cover certain obligations of the IT Solutions
Business which will be retained by the Group following the Disposal. These
obligations represent costs relating to people, properties and the impairment of
IT systems which will be met in future periods.
If the Disposal had occurred on 1 April 2006, the effect would have been
earnings dilutive for the financial year ended 31 March 2007. The Disposal is
also expected to be dilutive to earnings per share in the financial year to 31
March 2008 and consequently may result in a reduction in the extent to which
dividends are covered by earnings from continuing activities. It will, however,
result in a more focused group and, additionally, in the longer term the
investment of the proceeds in the Continuing Group is expected to result in an
enhanced earnings potential.
In the event that the transfers of the German Business and/or the Swedish
Business do not complete, the consideration received by the Group will be
reduced by up to the amounts outlined in paragraph 3 above. The costs associated
with the closure of these two businesses are not expected to be significant in
relation to the consideration.
5. Information on the Acal IT Solutions Business
The IT Solutions Business comprises two product groups, Headway and ASNS,
together with a services activity AVAS.
Headway
Headway is a market-leading specialist European distributor of document imaging
and management products. Headway works with system integrators, value-added
resellers and other IT providers to offer document imaging and management
solutions for end-user customers of such partners. In particular, Headway
focuses on enterprise customers with complex electronic document management
requirements. The business operates in the Benelux, France, Germany, Scandinavia
and the UK.
ASNS
ASNS is a specialist European value-added distributor of storage networking,
wired and wireless networking and network security products. The business has
market-leading products, strong relationships with leading vendors and an
experienced management team.
ASNS has operations in the Benelux, Germany and the UK. The storage networking
business is strategically managed from the UK providing direction and support on
a pan-European basis. The ASNS operations in the Benelux, Germany and the UK
have their own sales teams for these products with the UK also selling into
other EMEA countries. Purchasing, warehousing and distribution functions are
centralised in the UK and the Netherlands.
The Benelux and the UK operations have teams focused on the sale and support of
networking and security products.
AVAS
AVAS is Acal's in-house services group, which provides installation,
maintenance, training and professional services much of it contracted, relating
to the products and customers of the ASNS and Headway activities in the Benelux.
For the year ended 31 March 2007, the IT Solutions Business generated a profit
before interest and tax of £4.9 million (year ended 31 March 2006: £3.4
million). The gross assets of the Acal IT Solutions Business at 31 March 2007
were £31.4 million and the net assets at the same date were £5.1 million.
6. Current trading
Electronics
Industry statistics from the UK and Continental Europe indicate that the
softness in the market for electronic components which the Company identified at
the time of publication of its results for the year ended 31 March 2007 has
persisted throughout the first half of the current financial year. Acal's
Electronics division has not been immune from these market conditions,
particularly the traditional electromechanical and passive component activities
which experienced weak demand especially in the first quarter. The growing
success of Acal's strategy of focusing on higher technology products, primarily
specialised semiconductors, continues to be of benefit in mitigating the effects
of this weakness.
However Acal's "demand creation" approach to distribution means that there is
inevitably a time lag, which can vary from 9 to 24 months, between introduction
of a new product line and the generation of revenue from that line. Therefore,
in the short term, particularly the first half of the current year, the
financial benefits of the enhanced product portfolio may not entirely offset the
effects of the weak demand referred to above. Profitability of the Electronics
division in the first half will also be affected by the costs arising from the
major investment in people made in the second half of last year in order to
support new product lines, particularly in Germany and Italy, which are not yet
generating significant revenue.
Acal remains confident that its strategy will make it a successful and growing
force in "demand creation" distribution in Europe.
Vertec, Acal's medical instrumentation business, has continued to grow with a
helpful first contribution from its South African operations which were
established at the end of last year.
Parts Services
As previously reported, 2006/7 was a difficult year for the Parts Services
division as a consequence of weaker demand, some price erosion and cutbacks on a
major contract. The level of activity to date in the first half of the current
year has been similar to the first half of last year, but as yet the effect of
the price erosion referred to above on profitability has not been reversed.
Acal continues to extend its offerings to the supply chain in the IT
infrastructure maintenance industry and whilst there continue to be a number of
good opportunities going forward, their timing remains difficult to predict.
IT Solutions
The Group's IT Solutions division is showing a year-on-year improvement in
performance in the first half of the current financial year with relative
stability in pricing and margins and a continuing emphasis in the product mix on
devices which have greater capability and intelligence as well as its focus on
value added solutions. Network and security products and AVAS have been
particularly successful.
Acal's results for the half year ending 30 September 2007 are expected to be
published on
29 November 2007.
7. Extraordinary General Meeting
The Disposal is conditional upon, amongst other things, the approval of the
holders of Acal Ordinary Shares at the EGM. Assuming shareholder approval is
obtained, completion will occur following receipt of merger control clearance.
A circular, including the notice for the EGM, will be posted to Shareholders
shortly.
For further information:-
Tony Laughton - Chief Executive 01483 544500
Jim Virdee - Finance Director 01483 544500
Richard Barlow 020 7311 1000
KPMG Corporate Finance
Brian Coleman-Smith/James Verstringhe/Leanne Denman 020 7367 5100
Cubitt Consulting
This announcement contains a number of forward-looking statements relating to
the Group and the Continuing Group with respect to, amongst others, the
following: financial condition; results of operations; economic conditions in
which the Group operates and in which the Continuing Group will operate; the
business of the Group and the Continuing Group; future benefits of the Disposal
and management plans and objectives. The Company considers any statements that
are not historical facts as ''forward-looking statements''. They relate to
events and trends that are subject to risks and uncertainties that could cause
the actual results and financial position of either the Group or the Continuing
Group to differ materially from the information presented in the relevant
forward-looking statement. When used in this document the words ''estimate'',
''project'', ''intend'', ''aim'', ''anticipate'', ''believe'', ''expect'',
''should'' and similar expressions, as they relate to the Group and/or the
Continuing Group or the management, are intended to identify such forward
looking statements. Readers are cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this document.
Neither the Company nor any member of the Group or the Continuing Group
undertake any obligation publicly to update or revise any of the forward-looking
statements, whether as a result of new information, future events or otherwise,
save in respect of any requirement under applicable laws, the Listing Rules, the
Disclosure and Transparency Rules and other regulations.
KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated
by the Financial Services Authority for investment business activities, is
acting for the Company as Sponsor and financial adviser in relation to the
Disposal and is not acting for any other person in relation to such Disposal.
KPMG Corporate Finance will not be responsible to anyone other than the Company
for providing the protections afforded to its clients or for providing advice in
relation to the contents of this announcement or any transaction or arrangement
referred to herein.
DEFINITIONS
''Acal'' or ''Company'' Acal plc
''Acal Group'' or ''Group'' Acal, its subsidiaries and
subsidiary undertakings
''Acal IT Solutions the IT Solutions business,
Business'' comprising the IT Solutions
or ''IT Solutions Division
Business'' excluding Vertec, to be disposed
of as a result of the Transaction
''ASNS'' the Storage Networking, Network
and Security product group of the
IT Solutions Business
''AVAS'' Acal Value Added Services, the
services activities of the IT
Solutions Business in the Benelux
''Avnet, Inc.'' or "Avnet" Avnet, Inc, its subsidiaries and
subsidiary undertakings as at the
date of signing the Disposal Agreement
''Benelux'' the countries of Belgium, the
Netherlands and Luxembourg
together
''Board'' or ''Directors'' the board of directors of Acal
''Completion'' the completion of the Disposal
which is expected to occur
following receipt of merger
control clearance
''Continuing Group'' Acal following Completion
''Disposal'' or ''Transaction'' the proposed disposal by Acal of
the Acal IT Solutions Business
pursuant to the Disposal Agreement
''Disposal Agreement'' the conditional sale agreement
dated 27 September 2007 between
Acal and Avnet relating to the
Disposal
''EMEA'' Europe, Middle East and Africa
''Extraordinary General the extraordinary general meeting
Meeting'' of the Company to be convened for
or ''EGM'' the purpose of considering the
Resolution
''German Business'' the Headway and ASNS business
currently carried on by Acal GmbH
''Headway'' the document imaging and
management product group of the IT
Solutions Business
''Ordinary Shares'' ordinary shares of 5p each in the
capital of Acal
''Purchaser'' Avnet, Inc.
''Resolution'' the ordinary resolution to be
proposed at the EGM to approve the
Disposal
''Shareholders'' the holders of Ordinary Shares
''Swedish Business'' the Headway business currently
carried on by Acal AB in Sweden
''UK'' United Kingdom of Great Britain
and Northern Ireland
''Vertec'' Vertec Scientific Limited,
currently a part of the Acal IT
Solutions Division
This information is provided by RNS
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