Datalogic signed a binding contract for the acquisition of the entire capital stock of the Unites States based company PSC, and calls the shareholders meeting to deliberate a capital increase.
The deal was agreed with Littlejohn & Co. LLC, a funds management company and sole representative of PSC Shareholders; the price arranged is approximately 195 million USD (enterprise value) to be paid in total within December 2005.
Since more than thirty years PSC Group, based in Eugene, Oregon (USA), develops, produces and sells fixed position bar code scanners for the retail market, hand held readers and mobile computers. PSC is one of the first pioneers of the AIDC market: in 1974 it was this company that introduced the first fixed scanner for bar code reading in a retail point of sale.
PSC Group has a worldwide commercial structure with subsidiaries in 16 countries and customers in more than 100 countries. PSC achieved the following results in 2004:
Revenues came to 228 million USD (+23% vs. 2003),
EBITDA came to 21.6 million USD, equivalent to 9.4% of the revenues and on the rise of over 40% compared to the previous year.
EBIT came to 11.3 million USD, equivalent to 4.9% of the revenues and on the rise of over 110% compared to the previous year.
Positive Net financial position at 2.4 million USD.
Datalogic will finance the acquisition with bank loans for 95 million USD and with its own funds for the remaining 100 million USD (24 million USD in cash and a capital increase of approximately 76 million USD). The capital increase will be pre- financed, upon Datalogics decision, or by a Vendor note issued by the Seller or by a bridge funding offered by leading Italian Banks. Datalogics Board of Directors deliberated to propose to the Shareholders Meeting (foreseen by the first half of December 2005) the issue of maximum 3,496,500 new nominal shares with the value of 2.08 Euro each and an overprice ranging between 19.92 and 20.92 Euro. The shares will be offered in option to the Shareholders.
Tamburi & Associati S.p.A. (T&A), appointed by Datalogic as the director of the transaction, promised, according to the article 1381 of the Italian civil code, that in case the subscription of the options for the capital increase is not fully completed by the shareholders, the shares left over will be all undersigned by selected third parties. Therefore, T&A took over the task to contact key investors (among which its own holding Tamburi Investment Partners S.p.A., actually owner of 2,21% of Datalogic capital) in order to rapidly cover the total amount of the capital increase for which it will not probably be necessary to create any guarantee pool and/or placement.
T&A duties are in any case subordinated to fact that the closing of the acquisition of PSC (foreseen by the month of December 2005) must be done within the deadline for the capital increase subscription, and to Hydra S.p.A. (Datalogic S.p.A. holding) willingness to grant to T&A or to selected third parties 80% of its own option rights related to the capital increase.
During the next days Datalogic will take care to inform about the development and timetable of the capital increase.
With this transaction, stated Roberto Tunioli, CEO of Datalogic the Datalogic Group achieves an absolutely relevant growth and is conveyed among the first three worldwide dealers in the AIDC market. Moreover, we reinforce our competitive positioning in the retail market and in geographic areas, such as the United States, which are of utmost strategic importance.
Datalogic is the largest European manufacturer of CCD and laser-based bar code readers and mobile computers. The vast range of Datalogic products includes both manual readers and fixed industrial scanners that can satisfy any application need, particularly in the manufacturing, transportation and logistics, and distribution and retail industries. With their advanced technology, intelligent design, and solid reliability, Datalogic products have been setting the industry standard for over 30 years. Datalogic is present in the promising RFID market via its subsidiary EMS Inc. (Scotts Valley California) with a leading position in the automotive sector, electronic manufacturers and warehouse management systems (WMS). In addition, with the recent acquisition of Laservall, the Group has entered the laser marking sector, that features extensive applications and outstanding growth prospects.
Datalogic is quoted on the Milan Stock Exchange, and in 2004 produced revenues of Euro 148.2 million, of which over 80% is made abroad. It employs around 1000 staff world-wide and has its headquarters close to Bologna, Italy. Through its direct subsidiaries and Partner network, Datalogic is able to serve its customers world-wide guaranteeing the highest level of support.