Acquisition expands Lumenpulse's product portfolio, deepening existing verticals into the architectural specification-grade indoor LED lighting market, and accelerates entry into new geography
MONTRÉAL, QUÉBEC--(Marketwired - Dec. 17, 2015) -
Note to Editors: There is a photo associated with this press release.
Lumenpulse Inc. (TSX:LMP) ("Lumenpulse"), a leading manufacturer of high-performance, specification-grade LED lighting solutions, announced today that it has acquired all of the equity interest of Exenia S.r.l. ("Exenia"), an Italy-based manufacturer of architectural indoor LED lighting solutions.
The transaction is in line with Lumenpulse's growth strategy, adding fully complementary LED solutions to the product portfolio and expanding its addressable market; accelerating entry into the high-performance architectural indoor lighting segment; and providing a strong entry point in Italy for current Lumenpulse Products with a well-established network of agents and value-added resellers (VARs).
Exenia, a privately owned company founded in 2010, has established itself as a growing leader in the design and manufacturing of architectural indoor LED lighting solutions, with an emphasis on design and performance. The company has been most active in the Italian and Southern European markets, illuminating a wide range of retail, hospitality and museum environments.
"We share a very similar vision with regards to product design and manufacturing philosophy, and we were drawn to the outstanding design and quality of Exenia's product families. They fully complement and expand our Lumenalpha family of products, deepening our penetration into the hospitality market," said François-Xavier Souvay, President and CEO of Lumenpulse. "Our intention is to upgrade these products with Lumenpulse's proprietary and patented technologies, which would allow us to offer our clients a full suite of connected solutions for architectural specification-grade indoor lighting applications," he said.
"With our strong network of agents and VARs in North America and the UK, there is great potential to propel these high-performance products beyond current markets and drive profitable revenue growth. The acquisition also gives us the opportunity to welcome a dynamic management team with many years of experience in the international lighting industry. We're delighted to be joining forces with Exenia," added Mr. Souvay.
Dario Nistri, Exenia's Founder and Managing Director, will remain with Exenia as its Managing Director and will manage all of Lumenpulse's operations in Italy.
"By joining Lumenpulse, we will be able to combine our respective strengths with the objective of accelerating our growth both in Italy and internationally," Mr. Nistri said.
The purchase price of approximately $14.9 million (EUR9.9 million) (excluding estimated excess working capital of approximately $0.7 million (EUR0.5 million)), was paid primarily in cash and by issuance of common shares of Lumenpulse to Exenia shareholders for an aggregate amount of approximately $3.8 million (EUR2.5 million) at a price of $16.39 per share. The cash consideration paid by Lumenpulse at closing was paid using available cash on hand. Approximately $2.4 million (EUR1.6 million) of the cash consideration will be paid to Exenia shareholders over the next 3 fiscal years. The Lumenpulse common shares will be subject to contractual lock-up restrictions as to 100% of such shares for the first year following closing and as to 50% of such shares for the second year following closing.
The transaction is subject to customary post-closing adjustments and to an additional earn-out payment of up to approximately $1.5 million (EUR1.0 million), which may become payable to the sellers depending on the achievement of certain financial targets for calendar year 2016.
"We are very pleased to have Dario and his founding team as shareholders of Lumenpulse. Our aligned interests will enable us to pursue our growth strategy worldwide and to strengthen our foundation in Europe," concluded Mr. Souvay.
Trailing 12-month revenues for Exenia were approximately $12.6 million (EUR8.4 million) for the period ended November 30, 2015 with EBITDA of approximately $1.9 million (EUR1.3 million), or approximately 15%.
Management expects this transaction to have a neutral to slightly accretive impact on Lumenpulse's consolidated earnings per share for the current fiscal year, and to start delivering its full benefit in the next fiscal year.
This press release makes reference to EBITDA, a non-IFRS measure. EBITDA is not a recognized measure under IFRS, does not have a standardized meaning prescribed by IFRS and is therefore unlikely to be comparable to similar measures presented by other companies. This measure is provided to illustrate the potential impact of the acquisition on the operating performance of Lumenpulse. EBITDA is defined as earnings before interest and other financing costs, income taxes, depreciation and amortization.
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Such forward-looking information includes, but is not limited to, information with respect to our objectives and the strategies to achieve these objectives, as well as information with respect to our beliefs, plans, expectations, anticipations, estimates and intentions. This forward-looking information is identified by the use of terms and phrases such as "may", "would", "should", "could", "expect", "intend", "estimate", "anticipate", "plan", "foresee", "believe", or "continue", the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. Without limiting the generality of the foregoing, statements with respect to potential benefits and synergies resulting from the transaction and to future accretion to consolidated earnings per share constitute forward-looking information. Forward-looking information is based upon a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the failure to achieve the anticipated benefits and synergies from the transaction or to meet management's expectations as to future accretion to consolidated earnings per share and the risk factors identified in the Company's annual information form filed with the Canadian securities regulatory authorities, which is available on the SEDAR website at www.sedar.com. There can be no assurance that such information will prove to be accurate, and readers are cautioned not to place undue reliance on this forward-looking information. Forward-Looking information is provided for the purposes of assisting the reader in understanding the Company's financial performance, financial position, cash flows, its business, operations, prospects and risks at a point in time, and to present information about management's current expectations and plans relating to the future and therefore the reader is cautioned that such information may not be appropriate for other purposes.
About Lumenpulse Inc.
Founded in 2006, Lumenpulse designs, develops, manufactures and sells a wide range of high performance and sustainable specification-grade LED lighting solutions for commercial, institutional and urban environments. Lumenpulse is a leading pure-play specification-grade LED lighting solutions provider and has earned many awards and recognitions, including several Product Innovation Awards (PIA), three Next Generation Luminaires Design Awards, a Red Dot Product Design Award and a Lightfair Innovation Award. Lumenpulse has more than 451 employees worldwide, with corporate headquarters in Montreal, Canada, and offices in Québec City, Boston, Paris, London and Manchester. Lumenpulse is listed on the Toronto Stock Exchange under the symbol LMP.
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