SFC Energy AG: next strategic step towards systems supplier, forward integration and expansion into North-American oil & gas market by acquiring Simark Controls Ltd.
SFC Energy AG / Key word(s): Acquisition/Change in Forecast
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Brunnthal/Munich, July 4, 2013 - SFC Energy AG (SFC), listed in the Prime Standard of Frankfurt Stock Exchange, ISIN DE0007568578, WKN 756857 today signed a contract to acquire Simark Controls Ltd. (Simark), a Canadian value added distributing company with product integration and manufacturing expertise for power products, instrumentation and automation equipment supplying the oil and gas industry.
This transaction leads to a forward integration and is a further important step in implementing SFC's strategy as a systems provider. At the same time this transaction offers considerable growth potential for SFC through Simark's market access to the important oil & gas market in North America.
The net purchase price payable for all Simark shares is up to approx. EUR 18.52 million (CAD 25.00 million), consisting of a cash component of approx. EUR 12.04 million (CAD 16.25 million payable in cash at closing of the transaction, of which CAD 4.125 will be financed by a Canadian commercial bank and the remainder from the SFC Group's existing cash resources), an SFC share component of approx. EUR 2.78 million (CAD 3.75 million) and another cash component of up to approx. EUR 3.70 million (CAD 5.0 million), which will be paid from 2014 to 2016 in three yearly instalments each up to approx. EUR 1.23 million (CAD 1.67 million) - depending on incidence or absence of certain events.
In the context of the SFC share component, Simark's shareholders will receive approx. 518,000 new SFC shares arising from the Company's existing authorized capital. The shares will be valuated EUR 5.39, which is the volume weighted average share price of the past 60 days plus a 5% premium. The shares are subject to a de facto lock-up until 2015. The transaction is expected to be completed (Closing) within the third quarter of 2013.
For the current fiscal year the new SFC Group expects total sales of between EUR 38 and 43 million, assuming the consolidation of Simark begins with effect from September 1, 2013. In the combined entity, strong growth is expected in the Industry market segment. This is partly due to organic growth and partly to the inclusion of Simark's sales contribution. Elsewhere, the Management Board expects total sales in the Consumer segment to be on the same level as the previous year because of the continuation of difficult conditions in this market. Furthermore, unlike in 2012, there are no large-scale projects scheduled for the Defense & Security market and potential project delays at German and U.S. armed forces will cause this segment's sales to be down on 2012.
From today's perspective SFC Group's underlying EBITDA is expected to improve as a consequence of the growth in sales. The EBIT will be affected by several one-off items amounting to an estimated approx. EUR 2.0 million although these are mainly a consequence of the Simark acquisition. SFC will update its expectations for 2013 EBITDA and EBIT after the final closing and the purchase price allocation.
For 2014, Group sales between EUR 55 and 60 million and an associated significant improvement in the earnings figures are expected.
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Company: SFC Energy AG
Phone: +49 (89) 673 592 - 100
Fax: +49 (89) 673 592 - 169
E-mail: [email protected]
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, München, Stuttgart
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