Sydney, May 1, 2006 AEST (ABN Newswire) - SAI Global Limited (ASX: SAI) is pleased to announce it has completed the acquisition of ILI, a UK based international standards publishing and database subscription services business, for US$60 million (the "Acquisition").
ILI represents an important strategic acquisition for the continued growth and expansion of SAI's publishing business, with operations in the UK, Europe and North America and an extensive range of intellectual property licences.
The Acquisition:
- adds scale to SAI's core publishing business, with annual publishing revenue to exceed A$70 million;
- provides a platform for international expansion of the publishing business; and
- establishes SAI Global as a significant international player in standards publishing.
Mr Ross Wraight, Chief Executive Officer of SAI, said "ILI is SAI Global's fourth acquisition in Europe and delivers on its strategic intent to build an international technical publishing, distribution and information business. ILI's intellectual property licences and distribution platform provide a unique combination to drive further growth in SAI's publishing business in the near to medium term.
"Importantly, the Acquisition provides a front end to SAI Global's business in North America and Europe, offering a sophisticated information gateway to its integrated products and services," said Mr Wraight.
Overview of ILI
ILI has two business divisions:
(a) Standards publishing division: an electronic and paper-based standards publishing business which holds non-exclusive publishing licences with all the major international standards bodies including BSI (UK), ASTM (USA) and NFPA. It holds a global licence to distribute Irish Standards and a global licence to distribute USA Military Specifications. The standards publishing division is expected to contribute approximately 51% of ILI's revenue and 27% of ILI's earnings before interest and tax (EBIT) in the year ending 30 June 2006; and
(b) Database division: a 100% subscription service, providing access to searchable databases that allow customers to quickly identify the standard or specification they require. Key databases include Standards Infobase, Metals and Materials Infobases, Eurolaw and Logicom, a US government procurement database that provides US and global manufacturers with the specifications for all products supplied to the US government. The database division is expected to contribute approximately 49% of ILI's revenue and 73% of ILI's EBIT in the year ending 30 June 2006.
ILI is forecast to generate approximately A$20 million in revenues for the year ending 30 June 2006 (see note), split equally between the UK, Europe and America.
The existing key management of ILI will remain with the business under new two year contracts.
Acquisition Funding
SAI has purchased the entire share capital of the Acquisition group of companies (collectively "ILI").
The total purchase price paid for the Acquisition was US$60 million and was funded through a mix of short-term and long-term debt (95%) and scrip in the form of approximately 1.27 million ordinary shares in SAI at an issue price of $3.12 per share (5%). The ordinary shares issued to the vendors will be escrowed for a period of 12 months. Customary warranties are in place and restrictive covenants on the Vendors apply for a period of 3 years. With its significant strategic benefits and growth profile, the Acquisition price represents an attractive price of 8.8 times forecast EBIT for the year ending 30 June 2007.
SAI is proposing to undertake an equity capital raising via an institutional placement of shares. Proceeds of the placement will be used to repay the short-term debt drawn down as part of the Acquisition funding and to reduce SAI's existing debt levels to create funding capacity for future acquisitions. The placement will be conditional upon shareholder approval at a General Meeting to be held in June 2006.
If the placement is approved by shareholders, SAI is also proposing to conduct a Share Purchase Plan ("SPP") under which all eligible shareholders on the register as at 3 May 2006 will be able to participate up to a maximum of $5,000 per shareholder.
Further details relating to the General Meeting and SPP will be sent to shareholders at a later date.
Financial Impact
The acquisition of ILI is expected to have a positive impact on both adjusted EPS (pre amortisation) and reported EPS in FY2007.
Note: Based on exchange rates at 03/05/06. ILI reports in British pounds and does not currently hedge its revenues from any region. SAI does not intend to hedge the expected earnings from ILI.
Contact
Investor Relations Inquiries
Tom Godfrey - SAI Global
TEL: +61 2 8206 6863 +61 414 191 034
Email: tom.godfrey@sai-global.com
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