Judges Scientific plc Acquisition of Oxford Cryosystems Limited and Crystallon Limited

Judges Scientific, a group involved in the buy and build of scientific instrument businesses, announces that its majority owned subsidiary Bordeaux Acquisition Limited has today acquired 100% of the issued share capital of Crystallon Ltd, the holding company of Oxford Cryosystems Limited.  Oxford Cryosystems is based in Long Hanborough, Oxfordshire and manufactures cryogenic cooling systems used for X-Ray crystallography and other applications.  The Board expects the Acquisition by Bordeaux to be immediately earnings enhancing for the Group. 

The purchase price of Crystallon amounted to £4.495 million in cash.  An additional payment will be made to reflect any excess cash and working capital over and above the ongoing requirements of the business and the Board expects such payment to be covered by the cash inherited at the completion date.  In addition, an earn-out will be payable if Crystallon's adjusted EBITA in the financial year ending 30 November 2017 exceeds £0.899 million; the amount payable will be five times such excess, capped at £1.576 million. 

Information on Crystallon and Oxford Cryosystems

Crystallon is the holding company of Oxford Cryosystems.  Oxford Cryosystems specialises in the design and manufacture of devices used to freeze single crystals or powders to very low temperatures, similar to the boiling temperature of liquid Nitrogen or lower.  This enables the user to accurately observe the molecular structure of materials.  X-Ray crystallography is the technique which led to the discovery of the double helix structure of DNA.  The business' proprietary software is an essential component of Oxford Cryosystems' offering. 

In a new application of its technology, Oxford Cryosystems has recently supplied some of its low temperature coolers to the MeerKAT project in South Africa, which is the pre-cursor to the much larger Square Kilometre Array ("SKA"), a multinational initiative, headquartered in the U.K., to build a giant radio telescope over several continents with the aim of producing an unprecedented vision of the early stages of the Universe.  The participation in MeerKAT is not a guarantee of future SKA activity. 

Oxford Cryosystems' products are sold to original equipment manufacturers ("OEMs") for integration into X-Ray Diffraction systems or directly (or through agents) to users in university research laboratories. 

Oxford Cryosystems was established in 1985 by Prof Michael Glazer and John Cosier; it was acquired by Ferraris Group Plc in 2000 and sold in 2010 to a management buy-out team led by Richard Glazer and Dr. Alex Renshaw.  Richard will remain as Managing Director and Alex will continue to work on a substantial part time basis as the Technical Director with a focus on the business' software.

Financial information on Crystallon 

Crystallon's consolidated accounts for the financial year to 30 November 2016 show revenues of £4.75 million and pre-tax profits of £1.39 million.  Net tangible assets amounted to £1.4 million, including cash of £0.87 million. 

Crystallon's consolidated revenues and operating profits for the year ended 30 November 2016, adjusted to eliminate non-recurring items and to reflect Oxford Cryosystems' on-going cost base within Judges, would have totalled respectively £4.3 million and £0.90 million. 

Financing of the Acquisition

The Acquisition was financed by Bordeaux via a new £4.5 million five-year term loan granted by Lloyds Bank Corporate Markets and guaranteed by Judges, with associated transaction costs being funded from Bordeaux's cash resources.