HMS Industrial Networks AB acquires Intesis Software, S.L., Spain
June 30 2016 - 1:00AM
HMS Industrial Networks AB, a
wholly owned subsidiary of HMS Networks AB (publ), has acquired all
of the shares of the Spain-based company Intesis Software, S.L. - a
leading provider of communication gateway
solutions for HVAC (Heating, Ventilation and Air Conditioning)
system integration within the fields of building
automation. The purchase price amounts to EUR
13.3 million on a cash-free/debt-free basis and is paid in cash.
Depending on Intesis reaching certain defined financial targets an
additional EUR 2.0 million may become payable in early
2019.
About Intesis and the transaction
rationale
Intesis was founded in 2000 and is headquartered
in Igualada, Spain, close to Barcelona. Intesis offers advanced
communication gateway solutions and interfaces within the fields of
building automation. Representing the vast majority of sales, the
company's building automation solution is marketed as "IntesisBox".
Intesis works closely with many major manufacturers of air
conditioning and building automation systems globally. At present,
the company has 30 employees of which 9 are product development
engineers.
"We see great potential in lifting the Intesis
business and our technology platform to the next level by becoming
part of HMS, one of the global market leaders in industrial
communication. I am very pleased with having found the right
industrial new home for our team," says Pedro Lumbreras, founder of
Intesis. "We are excited to be joining HMS. Its knowledge in
industrial communication and its worldwide presence will add a new
dimension and strategic drive to our continued successful journey
in the area of building automation," says José Cerón, CEO of
Intesis.
"Intesis' protocol and application know-how and
its market-proven solutions are important additions for HMS. It is
an excellent fit with our growth strategy," says Staffan Dahlström,
CEO of HMS Networks AB. "Intesis' strong position in the market for
integration solutions for building automation will complement HMS's
existing gateway offering perfectly. Intesis will give HMS a strong
footprint and valuable inroads into the market niche of building
automation systems. Intesis is a well-established and highly
regarded industry player who, like our recent acquisition of eWON,
will further strengthen our unique value proposition to our OEM
partners, system integrators and installers worldwide."
For further information on Intesis, please visit:
www.intesisbox.com
Terms of the transaction
The acquisition was completed on June 29, 2016 on
which date 100 per cent of the shares in Intesis were acquired by
HMS Industrial Networks AB directly from Intesis' owners Pedro
Lumbreras and José Cerón. Intesis' current CEO Mr. Cerón will
continue to serve the company as its general manager. Mr. Lumbreras
will continue to advise Intesis as a consultant. The acquisition
did not require any regulatory clearances. Intesis will be
consolidated into the HMS Group as of June 30, 2016.
The purchase price for 100 per cent of the shares
in Intesis amounts to EUR 13.3 million on a cash-free/debt-free
basis and is financed through a new credit facility. The
purchase price is paid in cash after adjustment for the net debt
and working capital position of Intesis per May 31, 2016. Depending
on Intesis reaching certain defined financial targets for the
financial year ending on December 31, 2018 an earn-out payment for
Mr. Cerón of up to EUR 2.0 million may become payable in early
2019 in cash.
Financial information
In 2015, Intesis had net sales of EUR 5.6 million
and EBITDA of EUR 2.4 million. In the last three-year period,
Intesis' sales have grown at a compounded annual growth rate in
excess of 20%. The acquisition of Intesis is expected to have an
accretive effect on the earnings per share in HMS Networks AB
(publ) already in 2016.
HMS Networks AB (publ) will publish its half year
report 2016 on July 19, 2016.
Ellestad/Strata Advisory is acting as financial
advisor, Advokatfirman Lindahl KB and Cuatrecasas, Gonçalves
Pereira are acting as legal counsel and EY is acting as financial
due diligence advisor to HMS. PwC is acting as financial advisor
and as legal counsel to the sellers.
For more information, please contact:
Staffan Dahlström, CEO HMS, +46 709-17 29 01
Gunnar Högberg, CFO HMS, +46 709-17 29 95
This information is such that HMS Networks AB
(publ) is required to disclose in accordance with the Swedish
Financial Instruments Trading Act and/or the Swedish Securities
Market Act. The information was submitted for publication at 08.00
am CET on June 30, 2016.
HMS Networks AB (publ) is a
market-leading supplier of products for industrial communication
including remote management. HMS develops and manufactures
solutions for connecting automation devices and systems to
industrial networks under the Anybus, IXXAT, eWON and Netbiter
brands. Development and manufacturing take place at the
headquarters in Halmstad, Sweden, Nivelles, Belgium and in
Ravensburg, Germany. Local sales and support are handled by sales
offices in China, France, Germany, Switzerland, India, Italy,
Japan, UK, and USA. HMS employs 450 people and reported sales of
SEK 702 m in 2015. HMS is listed on the NASDAQ OMX Nordic Exchange
in Stockholm in the category Mid Cap, Information Technology.
Press release (PDF)
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: HMS Networks AB via Globenewswire
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