LONDON Pace Micro Technology plc (Saltaire, England) is to buy the Royal Philips Electronics set-top box (STB) and connectivity solutions(CS) business for up to €95.0 million.
The Philips STB and CS business turnover and EBITDA for the year ended Dec 31, 2006 were €357.2million and a loss of €39.3million, and for the year ended Dec 31, 2005 were €473.6million and a profit of €16.4million respectively. Gross assets as at Dec 31, 2006 were €100.9million.
As part of the transaction, Pace will be entitled to use the Philips brand in retail distribution for an agreed range of products for the next three years. The STB and CS businesses together employ approximately 335 people, predominantly based in France, who will transfer to Pace as part of the transaction.
“Based on 2006 performance, this deal will create a company with pro forma revenues of over $1.0billion, producing approximately 8.5million set top boxes a year,”said Neil Gaydon, chief executive officer of Pace. “There is a strong strategic fit from customer, product, geographic, culture and scale perspectives. We have minimal customer overlap and the combined group will have a significantly enhanced technological position.”
“The Acquisition brings capabilities in IPTV, terrestrial, retail and connectivity products, which will extend the strong position we have built through relationships with leading payTV operators. We also believe there is potential for improved efficiencies by utilising the operating model and business structure we have built at Pace over the last two years,” added Gaydon
The deal will see the issue of 68.0million new Pace shares to Philips at completion and up to a further 1.9million new Pace shares on or shortly after completion together with a further €5million in cash over 3 years from completion. At completion, Philips will hold approximately 22.5 percent. of the enlarged share capital of Pace, of which 17 percent is subject to a one year lock-in from the date of completion.
The acquisition is classified as a 'reverse takeover' under the listing rules of the London Stock Exchange by virtue of its size and is as a result conditional, inter alia, on the approval of Pace shareholders which will be sought at a general meeting of Pace expected to take place in March 2008 following posting of the requisite circular to Pace shareholders and publication of the prospectus. The ordinary shares of Pace have been suspended from trading and will re-commence trading on the posting of the circular to shareholders and publication of the prospectus.