TIDMCARR
RNS Number : 1620N
Carr's Group PLC
07 August 2017
7 August 2017
Carr's Group plc
"Carr's" or the "Group"
Carr's Group acquires NuVision Engineering, Inc.
7 August: Carr's Group plc, the Agriculture and Engineering
group, is pleased to announce it has acquired 100% of ESI Holding
Company, Inc., the holding company of USA based engineering company
NuVision Engineering, Inc. ("NuVision"), for an initial cash
consideration of $11.5m (GBP8.8m) and a total cash consideration of
up to $20m (GBP15.4m) dependent on future financial performance.
The initial consideration will be financed through a combination of
new and existing debt facilities, and the contingent consideration
will be financed from NuVision's future retained earnings.
NuVision, founded in 1971 and headquartered in Pittsburgh,
Pennsylvania with operations in Charlotte, North Carolina, is a
leading technology and applications engineering company focussed on
providing value in commercial nuclear and power plant facilities,
government waste remediation facilities and waste clean-up. Its
customers include the USA Department of Energy, major nuclear
energy suppliers, public utilities, and international governments.
NuVision is also a 49% minority shareholder in Mid Columbia
Engineering, Inc. ("MCE"), an engineering company based in
Richland, Washington and local to the Hanford Site nuclear
complex.
NuVision's specialist technologies and activities undertaken
include:
-- MSIP(R): a patented technology to improve nuclear safety and
prolong operational life through crack
mitigation in power plant welds;
-- Power Fluidics(TM): maintenance free systems for mixing, sampling, and retrieving
hazardous/radioactive liquids, slurries and sludge;
-- Decontamination: efficient and effective systems for
decontaminating pipe-ends and other artefacts
in nuclear power plants during standard maintenance
procedures;
-- Robotics: a suite of heavy duty manipulators for use in
clean-up operations, complementing the range
currently offered by the Group's existing remote handling
operations; and
-- R&D consultancy: working with the USA Department of
Energy to develop innovative solutions for the
nuclear industry.
Strategic rationale
The acquisition provides a strong foothold into the main nuclear
markets in the USA and will enable revenue synergies with the
Group's existing nuclear engineering businesses, including the
opportunity to market Wälischmiller's products in the USA. It will
also extend the Group's service capability in the nuclear market
due to the complementary nature of NuVision's product range.
NuVision will also act as a key supplier under a major nuclear
contract signed on 20 July 2017 and being delivered by our UK
Manufacturing business in the next financial year.
It is in line with the Group's stated strategy of growing our
international footprint, focussing on growth markets with
significant potential and to be at the forefront of innovation and
technology.
Highlights of the acquisition
-- USA presence for the wider engineering division providing
access into the main nuclear markets in the USA
-- Provide the group with specialised IP
-- Extensive contract and opportunity pipeline
-- Innovative technology
-- Revenue synergies with Bendalls / Wälischmiller and
complementary products to our existing manipulator business
-- Experienced senior management team to remain with the
business, integrating their knowledge and relationships in the USA
nuclear market into the existing engineering division
For the year ended 31 March 2017, the company generated revenue
of $8.8m and proforma EBITDA and profit before tax adjusted to
exclude non-recurring items and amortisation of intangibles was
$2.3m and $1.1m. Reported profit before tax for the year was $0.2m
(after non-recurring items of $0.6m, amortisation of intangible
assets of $0.3m, and depreciation of revalued assets of $0.8m), and
gross assets at 31 March 2017 were $12.5m.
Total consideration is up to a maximum of $20m, on a cash/debt
free basis, with an initial consideration payable in cash of $11.5m
(before adjustments for working capital and net debt). The
remaining $8.5m will be payable in cash contingent on delivering a
certain level of EBITDA performance post acquisition over the 32
month period to 31 March 2020. The initial consideration is being
funded through GBP6m of new term loan facilities, and use of the
Group's existing undrawn revolving credit facilities.
Commenting on the acquisition, Tim Davies, CEO, said:
"I am delighted to announce the acquisition of NuVision
Engineering, Inc. This acquisition lays the foundations for growth
into the USA and wider international nuclear markets and provides
us with access to specialised IP and a strong pipeline of long term
contract opportunities. Additionally, this presents a significant
opportunity for us to expand our existing remote handling
operations into the USA market.
"The management team at NuVision have created long lasting and
sustained relationships with a number of major nuclear customers
and we look forward to building on this and continuing to invest in
the business and the team."
Also commenting on the acquisition, Van Walker, President and
CEO of NuVision, said:
"I am very excited about the prospect of NuVision Engineering
becoming part of Carr's Group. The acquisition will enable the two
companies to work seamlessly in providing value adding engineering
services to the USA and wider global nuclear markets."
Enquiries:
Carr's Group plc Tel: +44 (0) 1228 554 600
Tim Davies (Chief Executive)
Neil Austin (Group Finance Director)
Powerscourt Tel: +44 (0) 20 7250 1446
Nick Dibden / Lisa Kavanagh
About Carr's Group plc:
Carr's is an international leader in manufacturing value added
products and solutions, with market leading brands and robust
market positions in Agriculture and Engineering, supplying
customers in 35 countries around the world.
Its Agriculture division manufactures and supplies feed blocks
for livestock, farm machinery and runs a UK network of rural
stores, providing a one-stop shop for the farming community. Its
Engineering division designs and manufactures bespoke equipment for
use in the nuclear, petrochemical, oil and gas, pharmaceutical,
process and renewable energy industries, including robotic and
remote handling equipment.
Nothing in this announcement is intended to be a profit forecast
and this statement should not be interpreted to mean that the
future profitability of the Group will necessarily match or exceed
the historical published earnings of either Carr's or NuVision.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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