29 May 2020
Judges Scientific plc
("Judges Scientific", "Judges", the "Company" or the "Group")
Acquisition of Heath Scientific Company Limited
Judges Scientific, the group focused on acquiring and developing companies in the scientific instrument sector, announces that it has acquired today the entire issued share capital of Heath Scientific Company Limited ("Heath" or the "Acquisition"), a world leading maker of calorimetry instruments. The Board expects the Acquisition to be immediately earnings enhancing.
The initial consideration for Heath is £5.3 million in cash. The consideration for the Acquisition has been financed from the Group's £35 million acquisition facility from Lloyds Bank Corporate Markets.
Information and rationale for the Acquisition
Heath, through its subsidiaries Thermal Hazard Technology Limited and THT Inc., specialises in the design, manufacture and sale of instruments used to measure the thermal properties of lithium batteries and other reactive materials. Its main product, the Accelerating Rate Calorimeter, is a key tool to improve and verify the safety of lithium batteries and of other chemical reactions. This is an expanding market in light of the growth in the use of lithium batteries in electronic devices and electric vehicles.
The science underlying Heath's products is similar to the scientific fundamentals of Fire Testing Technology, the Group's first acquisition in May 2005. In addition, the aim of both companies is to improve the safety of the products manufactured by their customers. The Board believes the interaction between the two companies will be constructive.
Heath, based in Bletchley, Buckinghamshire, was established in 1994 by Martyn Ottaway (the Managing Director) and Phill O'Kane (the Sales and Marketing Director); they were joined in 1996 by Stelios Mores, the R&D Director. The founders, in some cases with their families, each owned approximately one third of the shares in Heath. Following the acquisition Martyn will retire but remain on the board of Heath as a non-executive director; his son Stephen, the Business Development Director, recently joined Phill and Stelios on the board and the three will lead the company in the future.
Heath's accounts for the financial year to 30 April 2019 show revenues of £4.4 million and pre-tax profits of £0.7 million. Net tangible assets amounted to £1.9 million, including cash of £0.8 million. Heath's operating profit for the year ended 30 April 2019, adjusted to eliminate non-recurring items and to reflect Heath's ongoing cost base within Judges, would have totalled £879,000.
Terms of the Acquisition
The purchase price of Heath consists of the following:
· The initial price, paid in cash at completion, amounting to £5.3 million;
· Potential further contingent consideration of up to a maximum £2.0 million in aggregate ("Earn-out Consideration") to be satisfied in cash.
The Earn-out Consideration will be payable if and to the extent that Heath's adjusted EBIT in the financial year to 30 April 2020 or in the 12-month period to 31 December 2020 exceeds £879,000. The Earn-out Consideration may be payable in two tranches and the maximum earn-out would be payable if, in either period, adjusted EBIT exceeds £1.22 million.
An additional payment will also be due if there is an excess cash balance over and above the ongoing requirements of the business. The Board expects any such payment to be covered by the cash inherited at the completion date.
Alex Hambro, Chairman of Judges, said:
"Heath is a world leading business in a focused global niche, selling quality products which are indispensable to the safety of the public. This cash generative and earnings enhancing acquisition fits within the Judges disciplined acquisition strategy. We are delighted to welcome Phill, Stelios and Stephen and all their colleagues to Judges' family."
For further information please contact:
David Cicurel, CEO
Brad Ormsby, Group FD
Tel: +44 (0) 20 3829 6970
Shore Capital (Nominated Adviser & Joint Broker)
Tel: +44 (0) 20 7408 4090
Liberum (Joint Broker)
Tel: +44 (0) 20 3100 2222
Alma PR (Financial Public Relations)
Tel: +44 (0) 20 3405 0205
Notes to editors:
Judges Scientific plc (AIM: JDG), is a group involved in the buy and build of scientific instrument businesses. The Group now consists of 18 businesses acquired since it was re-admitted to AIM in 2005.
The acquired companies are primarily UK-based with products sold worldwide to a diverse range of markets including: higher education institutions, the scientific communities, manufacturers and regulatory authorities. The UK is a recognised centre of excellence for scientific instruments. The Group companies hold five Queen's Awards for innovation and export.
The Group's companies predominantly operate in global niche markets, with long term growth fundamentals and resilient margins.
Judges Scientific maintains a policy of selectively acquiring businesses that generate sustainable profits and cash. Shareholder returns are created through the repayment of debt, organic growth and dividends.
For further information, please visit www.judges.uk.com