Scientific Digital Imaging plc Acquires Opus Instruments Limited
The Board of Scientific Digital Imaging plc, the AIM quoted group focused on the application of digital imaging technology to the needs of the scientific community, announces the acquisition of Opus Instruments Limited ("Opus") from its founder shareholders for consideration of up to £1,325,000 payable in cash and shares.
Opus is the manufacturer of the Osiris camera which the Board of SDI believes is the first camera for infrared reflectography to provide high resolution high speed images in a small portable camera. The Osiris cameras have been used predominately in art galleries and museums around the world to examine numerous works of art including work by artists such as Leonardo da Vinci, Rembrandt and Watteau. The Board of SDI believes that the Osiris cameras will enhance SDI's current product offering and intends to explore further applications for the technology beyond its current use.
SDI will pay up to £1,325,000 for the acquisition of Opus, which consists of (i) initial consideration of in the region of £1,025,000, and (ii) deferred payments of up to a further £300,000 depending on the revenues received by the Company from the sale of Osiris cameras in the three years following the acquisition. The initial consideration comprises a cash payment of £275,000 on completion (funded by a new bank facility), a further payment of in the region of £300,000 shortly after completion (depending on the net assets of Opus at completion), and the issue of 2,601,156 new SDI ordinary shares (the "Consideration Shares"). The Consideration Shares have a value of £450,000 based on the average of the five most recent daily mid market closing prices calculated at the close of business on 11 February 2014. The further cash payments of up to £300,000 will be payable in quarterly instalments, based on quarterly sales. Laurence Robinson, one of the founders of Opus, will continue to provide consultancy services to Opus following completion.
Based in Bassingbourn, near SDI's head office in Cambridge, Opus achieved sales of £293,000 (unaudited) and post-tax profits of £94,000 (unaudited) in each case for the 12 month period ending 30 April 2013. Opus had net assets as at 30 April 2013 of £82,000 (unaudited). The acquisition of Opus is expected to be earnings enhancing for SDI from the full year commencing 1 May 2014.
To facilitate the acquisition of Opus, SDI has entered into a software licence with Silfensoft Limited in relation to certain software required to operate the Osiris cameras. The consideration for the software licence consists of a payment in cash of £25,000, and the issue of 141,242 new SDI ordinary shares (the "Silfensoft Shares").
Ken Ford, Chairman of SDI, commented: "This is an exciting acquisition for SDI and we plan to explore further applications for the infrared imaging system beyond art restoration. We believe that the Osiris camera unit will complement SDI's existing portfolio of high specification and performance Atik and Artemis cameras and we expect it to be earnings enhancing in the next financial year."
Separately, a former employee of the Company has exercised share options and the Company has issued 28,000 new SDI ordinary shares (the "Option Shares").
Application will be made for admission of the Consideration Shares, the Silfensoft Shares and the Option Shares to trading on the AIM market of the London Stock Exchange and admission is expected to occur on 19 February 2014. Following admission, the total number of issued ordinary shares in the Company will be 27,805,308. The Company does not hold any ordinary shares in treasury and therefore this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.