24th May 2011 16:36
24 May 2011
OPSEC SECURITY GROUP PLC
("OpSec" or the "Company")
Acquisition
OpSec Security Group plc, the supplier of high quality anti-counterfeiting technologies and services, is pleased to announce that it has today signed sale and purchase agreements for the acquisition of Marohu Investments S.R.L. ("Marohu") and Advantics Corporation in Puerto Rico ("Advantics PR"). Marohu is a newly established company set up to segregate the Advantics business out of Desiree Technologia S.A. Marohu and Advantics PR will become wholly owned subsidiaries of OpSec Security Inc. and re-named OpSec DR and OpSec PR respectively.
Information on Advantics
Advanticsis a small software development business focusing specifically on developing ID solutions for issuance of passports, national ID cards and other secure credentials. The business is primarily based in the Dominican Republic with an ancillary business in Puerto Rico.
The business which was a part of a larger business never reported standalone financial numbers but information prepared by the vendors show that Advantics achieved an operating profit of US$0.2 million in 2010. The business had unaudited net assets of approximately US$0.4 million as at 31 March 2011
Consideration
The transaction has been structured with an up-front payment and earn-out as follows:
i. an up-front payment of US$0.3 million;
ii. a further payment of US$0.75 million upon OpSec signing a significant contract currently under negotiation;
iii. a one year earn out of US$1 million paid quarterly based upon the achievement of quarterly EBITDA targets cumulatively amounting to US$0.65 million;
iv. A further earn out will be calculated on total EBITDA for the year in excess of US$0.65 million. The multiplier on this additional EBITDA number will be 2 if the business is non-recurring or 5 if the business is recurring. If the further earn out is nil there is an alternative measurement period based upon EBITDA in the second year.
The maximum consideration payable has been capped at US$6.0 million.
Benefits for OpSec
Advantics complements OpSec's existing ID Solutions business. The combination of Advantics' document issuance and management software with OpSec's full range of physical ID products creates a world-class solution that can be sold directly to governments for small to mid-range ID applications and to top tier integrators as a package for larger applications. In addition, Advantics has a strong partner network in the Caribbean and Central America, which will complement OpSec's distribution.
- Ends -
For further information, please contact:
OpSec Security Group plc Mark Turnage, Chief Executive / Mike Angus, Finance Director | +1 720 394 2803
|
Shore Capital & Corporate Ltd Dru Danford / Stephane Auton / Edward Mansfield | +44 20 7408 4090 |
Rule 21.1 of the Takeover Code (the "Code")
Under Rule 21.1 of the Code, the board of the offeree company must not, without the approval of shareholders at a general meeting, enter into a 'material' acquisition. However, shareholders holding more than 50 per cent. of the voting rights of the Company have confirmed that they have no objections to the Company acquiring Advantics and the Takeover Panel has therefore waived the obligations under Rule 21.1 of the Code.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
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OSG.L