Business
Acquisition
Acquisition.
About this update from Goodwin Plc
[{"type":"text","content":"\n Goodwin PLC\n23 March 2007\n\nGoodwin PLC ('Goodwin' or the 'Company')\n\n23 March 2007\n\nACQUISITION OF NOREVA GmbH\n\nGoodwin, the mechanical and refractory engineering group, announces the\nacquisition of 75% of the share capital of Noreva GmbH ('Noreva'), a\nmanufacturer of non return nozzle check valves located in Monchengladbach,\nGermany for an initial consideration of £2.8 million in cash.\n\nIn the year to 31 December 2006 Noreva generated turnover of Eur 7.3 million \n(£5 million), profit before tax of Eur 0.42 million (£0.288 million) and has \ngross assets of Eur 4.3 million (£2.9 million) audited.\n\nThe remaining 25% share interest, which is owned equally by the two current\nManaging Directors of Noreva, Messrs R. Kurzenberg and M. Sattelberg (the\n'Managing Directors'), who are to continue to serve Noreva in their present\ncapacity following the acquisition, is subject to put options exercisable by \nthe Managing Directors no sooner than 5 years, and a call option exercisable by\nGoodwin PLC no earlier than 12 years, from the date of completion of the\nacquisition.\n\nThe initial consideration is £2.8 million in cash, together with £0.6 million\npayable to Noreva (i.e. funds retained within the Goodwin group) for a perpetual\ntechnology licence. A deferred consideration of an additional £1.0 million will\nbe paid in two instalments, payable after three and five years after completion,\nrespectively. The consideration in case of the exercise of the put and/or call\noption will be either £1.0 million for the remaining 25 % of the Novera shares\nor is to be calculated based on 10 times annual average pre-tax profit of \nNoreva for three years prior to the exercise of the option, or a combination of \nboth calculation methods, depending on, inter alia, the term of service of the\nrespective Managing Director.\n\nThe Company believes that Noreva is a complementary business and anticipates\nsignificant value being created from the excellent synergy in the marketing and\nproduction capacity opportunities between Noreva and Goodwin's UK based\nsubsidiaries Goodwin International Ltd and Goodwin Steel Castings Ltd (the\n'Goodwin Companies'). The Goodwin Companies manufacture and supply dual plate\nnon-return check valves for the oil and gas industry worldwide, whereas Noreva\nsupplies a complementary but more co...