Espoo, Finland, 2013-07-10 10:55 CEST (GLOBE NEWSWIRE) --
Efore Plc Stock exchange release July 10, 2013 11.55 a.m.
Efore Plc has today signed an agreement to acquire the entire share capital of the Italian-based Roal Electronics S.p.A. (Roal). Estimated closing of the transaction is this week.
The purchase price of equity amounts to EUR 9.7 million. 60 per cent of the purchase price is paid in cash and 40 per cent in Efore shares. Purchase price paid in Efore shares is equivalent to 5 243 243 Efore shares. Efore board has decided to use the AGM authorization to assign the shares to the sellers. Shares are valued at EUR 0.74 per share. Subscribing sellers agree not to sell its Efore shares within 12 months from the closing date of the transaction. Subscribing sellers will propose Mr. Francesco Casoli, Chairman of Elica Spa (listed in stock exchange Milan) to become a new board member of Efore Plc in coming extraordinary general meeting at the end of August or in September.
In addition to the transaction certain main subscribing sellers are committed to purchase Roal facility in Italy 6-12 months after the closing, if required by Efore. In this case the selling price of the facility is EUR 1.5 million and the facility seller will lease it for 3 years with a rent of EUR 150,000 per year.
Roal acquisition is a key part of Efore’s strategy to grow industrial business sector and balance its businesses. Roal designs and manufactures standard and custom power products for several industrial applications. The transaction opens new growth opportunities like the fastest growing power products market, LED drivers, to Efore. Roal is well-known especially for its strong power supply expertise in LED lighting, instrumentation devices and video wall displays.
The transaction enables an optimization of production capacities, production locations and supply chains. In addition, the transaction generates synergy benefits in procurement, logistics, IT and in other support functions. Annual estimated synergy benefits from material purchases are EUR 1.5 million and reachable after 12 months. No significant integration costs are expected.
Roal is established in 1985 and it employs approximately 350 people. Its headquarters and R&D are based in Castelfidardo, Italy and the production unit in Tunis, Tunisia. Sales and marketing operations are located in Europe, United States and China. The company’s net sales amounted to EUR 39.5 million and EBIT to EUR 0.5 million in 2012. Net debt position at year end 2012 was EUR -4.2 million. Consolidation of Roal financials into Efore Group is planned to start from the beginning of July 2013.
Roal key figures (MEUR):
| 2012 | 2011 | |
| Net Sales | 39,5 | 49,2 |
| EBIT | 0,5 | 1,0 |
| Equity | 8,1 | 8,0 |
| Total Assets | 25,1 | 30,1 |
Efore is financing the deal with long and short term loans and cash reserves.
For strengthening its capital structure and enabling to continue its strategic change Efore is planning to increase the equity and/or launch loan instruments with approximately EUR 3-6 million. The matter will be on the agenda of the before mentioned extraordinary general meeting.
Due to transaction Efore is improving its financial estimate for fiscal year 2013. According to the Efore’s previous financial estimate the company estimated its net sales for fiscal year 2013 (14 months) to be nearly on the same level with the fiscal year 2012 (12 months).
New financial estimate for fiscal year 2013: Net sales of new Efore Group for fiscal year 2013 is estimated to be at least EUR 80 million.
After the closing of the deal Efore Group new management team will be: Vesa Vähämöttönen (President and CEO of Efore Group), Alessandro Leopardi, (CEO and General Manager of Roal Electronics S.p.A.), Olli Nermes (EVP, Finance & Administration), Alexander Luiga (EVP, Sales and Marketing), Markku Kukkonen (EVP, Product Development and Technology) and Mikael Malm (EVP, Operations, joins Efore on July 29, 2013). Mr. Luiga is responsible for the telecom sector and Mr. Leopardi for the industrial sector profitability.
The Board of Directors of Efore Plc has decided to launch a new share-based incentive plan for Roal key directors. The rewards to be paid on the basis of the Plan will correspond to the value of a maximum total of 440,000 Efore Plc shares. A separate stock exchange release will be announced concerning this after the transaction has been closed.
Vesa Vähämöttönen, President and CEO of Efore Plc:
“This transaction fits perfectly to Efore’s strategy and is a major step in our efforts to grow the industrial sector. Roal has a strong clientele in Europe and North America which enables Efore’s breakthrough in industrial sector.”
“Efore and Roal complement excellently each other both geographically and by product segments. The companies share same core competencies and there are no overlaps between customer relationships or products.” adds Alessandro Leopardi, CEO and General Manager of Roal Electronics S.p.A.
Invitation to a conference call
A press and analysts conference call concerning the acquisition will be arranged on July 10, 2013 at 2.00 – 3.00 p.m. Call-in details are available at registering (Mrs. Sari Jaulas, +358 40 766 2828).
EFORE PLC
Board of Directors
DISTRIBUTION
NASDAQ OMX Helsinki Ltd
Main media
For more information: Vesa Vähämöttönen, President and CEO, tel. tel. +358 9 4784 6312 on July 10, 2013 at 3.00 – 4.00 p.m.
Efore Group
Efore Group is an international company which develops and produces demanding power products. Efore's head office is based in Finland and its production unit is located in China. Efore is present also in Sweden. In the fiscal year ending in October 2012, consolidated net sales totaled EUR 78.1 million and the Group's personnel averaged 888. The company's share is quoted on the Nasdaq OMX Helsinki Ltd.
www.efore.com