Business
Acquisition of ClerkMaxwell Limited
Acquisition of ClerkMaxwell Limited.
About this update from Costain Group Plc
[{"type":"text","content":"\n \nRNS Number : 4753E Costain Group PLC 07 April 2011 \n \n\n \nCostain Group PLC\n(\"Costain\" or \"the Group\" or \"the Company\")\n \n \nAcquisition of ClerkMaxwell Limited\n(\"ClerkMaxwell\")\n \nCostain, the international engineering and construction group, announces that it has today acquired 75% of the share capital of ClerkMaxwell, an Aberdeen-based front-end engineering and operations support services provider operating in the upstream oil & gas sector. In addition, the Group has simultaneously entered into a call option, which will provide Costain with the ability to acquire the remaining 25% of the share capital exercisable between 26 April and 31 May 2011.\n \nInitial consideration, including the exercise cost of the call option (if exercised), will be £3.2 million for 100% of ClerkMaxwell's share capital. Deferred cash consideration payments, based on a percentage of the notional future value of ClerkMaxwell calculated on the basis of an 8.0x multiple of EBITDA (\"Notional Future Value\"), may also be payable shortly after completion of the financial years ending 31 December 2012, 2013 and 2014. The total percentage of Notional Future Value payable over the three years ending 31 December 2014 is 49%. \n \nFor the year ended 31 December 2010, ClerkMaxwell reported EBITDA and profit before tax of £0.4 million and £0.3 million, respectively, on revenues of £4.0 million. At 31 December 2010, ClerkMaxwell had gross assets of £1.1 million and is being acquired on a debt and cash free basis. The majority of ClerkMaxwell is being acquired from its senior management team and a private individual investor. The call option to acquire the remaining stake is between Costain and Meteor Investments.\n \nClerkMaxwell, all of whose senior management team* and workforce of 50 people will remain with the business, will be integrated into the Group's Energy & Process division providing Costain with a full hydrocarbons value chain capability from upstream oil & gas, gas processing, LNG, gas storage through to downstream. The transaction also provides both companies with access to a larger and broader customer base.\n \nCommenting on the acquisition, Andrew Wyllie, Chief Executive of Costain, said:\n \n\"We are delighted to have acquired ClerkMaxwell. It is absolutely in-li...