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Eurotech: Advanet
acquisition |
Tokyo, October 4th, 2007 - Eurotech (the 'Company'), a
company engaged in the design,
development and commercialisation of miniaturised computers ('Nano
PCs') and High
Performance Computers ('HPCs'), announced that it has entered into a
contract for the acquisition of 65% of the share capital of Advanet
(headquartered in Okayama, Japan) and its subsidiaries Spirit 21,
Vantech and Advanet R&D (collectively, the 'Advanet Group' or the
'Group'). The closing of the transaction is currently planned for 31
October 2007.
Advanet is among the leading companies in the Japanese market in the
design, development and production of embedded computers. As of 30
April 2007, the Advanet Group's sales totaled approximately 5.5
billion yen, with EBITDA[1] of approximately 1,1 billion yen, equal
to 20% of total sales, and with Adjusted[1] EBITDA amounting to
approximately 1.5 billion yen, equal to 27% of total sales. Advanet
counts clients among Japan's most important manufacturers.
The consideration for the transaction has been set by the parties at
approximately 7,6 billion yen and will be subject to adjustment
based on the net financial position and current assets of the
Advanet Group on the closing date. This consideration represents a
valuation of the Advanet Group based on a multiple of 8 times the
Adjusted[2] EBITDA of the Group.
The consideration for the acquisition will be paid at closing using
the Company's cash on hand,
which is equal to Euro 60 million as of the date hereof.
The acquisition contract also contains a put and call mechanism for
the remaining 35% of the
Advanet share capital, which provides:
- the option for Eurotech (i) to acquire 25% of Advanet's share
capital in the 2 months
following the approval of the Advanet Group's financials for the
period ending in December
2009, for consideration calculated by applying a multiple equal to 8
times the EBITDA of the
Group as of 31 December 2009, and (ii) to acquire the remaining 10%
of Advanet's share
capital, during the period from the closing date until five years
after such date, for
consideration to be determined on the basis of a valuation agreed
among the parties or
prepared by an independent expert;
- the option for the Advanet shareholders (i) to sell Eurotech 25%
of Advanet's share capital
in the 2 months following the approval of the Advanet Group's
financials for the period
ending in December 2009, for consideration calculated by applying a
multiple equal to 8
times the EBITDA of the Group as of 31 December 2009, and (ii) to
sell the remaining 10%
of Advanet's share capital, after 5 years form the closing, for
consideration to be determined on the basis of a valuation agreed
among the parties or prepared by an independent expert;
[1] Based on the official companies financial statements prepared
under JPGAAP.
[2] 'Adjusted EBITDA' is defined as gross operating profit,
consolidated net of costs resulting from 'non core' activities (such
as insurance proceeds, costs related to non-strategic assets and
activities not attributable to the 'core business' of the Advanet
Group) which will be subject to a carve-out to be completed prior to
closing.
Roberto Siagri, President and Chief Executive of Eurotech,
commented:
"Advanet will allow Eurotech to enter the Japanese market as a major
player and to further expand our presence in the Asian market. With
this acquisition, Eurotech achieves the crucial size and
international presence to position us by right among the world
leaders in this sector."
"Advanet's product portfolio and technologies" Siagri added "are
fully complimentary to our own and will allow us to further expand
our product offerings, with inevitable benefits for all of the
Group's clients."
Fumio Komatsu, Chief Executive of Advanet, said:
"As managers we always pursued growth and success for the Advanet
Group. I strongly believe that the global market represents a huge
opportunity for Advanet products. To enter the Eurotech Group will
allow us to move outside the Japanese market and to be ready to
challenge a new larger market and start a new growth phase"
NOTE: The acquisition transaction referred to herein constitutes a
material transaction; therefore, the Issuer, in accordance with
Article 71 of the Issuers Regulation, will publicly disclose the
disclosure document (revised in accordance with attachment 3B)
within 15 days of the transaction's closing, expected on 31 October
2007.
THE EUROTECH GROUP
Eurotech (ETH.MI) is a company active in the research, development,
production and marketing of miniaturised computers (NanoPCs) and of
computers featuring high-performance computing capability (HPCs).
EUROTECH SpA www.eurotech.com
Contacts:
Investor relations
Massimo Mauri
Tel. 0433-485435
E-mail: m.mauri@eurotech.com
Communication Department
Cristiana Della Zonca
Tel. 0433-485435
E-mail: c.dellazonca@eurotech.com
Press Office:
Community Communication consulting
Marco Rubino
Tel. 02-89404231
E-mail: marco.rubino@communitygroup.it |
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About
Arcom
(www.arcom.com)
Arcom (a Eurotech Group S.p.A
company) is a leading supplier of embedded computer and
communications technology to industry. Founded in 1982, Arcom has
developed a broad range of standard embedded hardware and software
solutions for control, data acquisition and data delivery systems. From its design centers in Kansas City (US) and Cambridge (UK), Arcom also offers
Design Services to meet the needs of high volume OEM and specialized
customer requirements.
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