Amaro, (UD), February 3th 2006.
Eurotech S.p.A. signed today with Spectris plc an option to acquire the entire issued share capital of Arcom Control Systems Ltd (a company based in Cambridge, England) and Arcom Control Systems Inc. (a corporation with its principal place of business in Kansas, USA).
The Arcom group operates in the Nano-PC (miniature computers) sector in both the USA and the UK, with clients in the energy, transportation and industrial markets. The consolidated revenues for the group for 2005 were approximately US$29 million with EBITDA of 11%. The agreement, which is governed by English law, gives Eurotech an option to acquire the Arcom group within the period of 60 days following signature of the agreement, during which time Eurotech will have exclusivity. In consideration for the option and exclusivity period, Eurotech has paid to Spectris plc the sum of US$2 million to provide Spectris plc with comfort that, subject to the verification of certain financial information by way of a consolidated audit of Arcom Control Systems Inc. and Arcom Control Systems Ltd before completion, Eurotech will complete the acquisition.
The total consideration for the acquisition is US$26 million, payable by Eurotech on completion
(less the sum of US$2 million referred to above). Completion is expected to occur within 60 days.
Eurotech will acquire the Arcom group from Spectris on a debt-free basis other than trade debts.
Eurotech is advised on the acquisition by Mediobanca, as financial advisor, and Withers LLP.