Silverdell PLC Acquires EDS & Share Placing
Silverdell Plc (AIM: SID), the Specialist Environmental Support Services group, is delighted to announce that it has conditionally agreed to acquire the entire issued share capital of EDS Group Holdings Ltd ("EDS"), for an initial consideration of £15 million. EDS is specialist provider of decommissioning and dismantling services to the power generation, chemical, oil & gas, pharmaceutical, petrochemical and fuel industries with operations in the UK, Canada and Australia.
This is a transformational acquisition which is expected to be immediately earnings enhancing. It will create a Specialist Environmental Support Services group with scale and global reach and will accelerate the planned expansion into Canada and Australasia, providing an immediate scale and track record in those markets. Significant cross-selling opportunities are expected to exist and the enlarged group will be a more attractive partner to multi-national corporations.
- EDS is a specialist provider of decommissioning and dismantling services.
- Offers significant cross-selling opportunities to the enlarged Group's global, blue chip customer base.
- Expected to be immediately earnings enhancing.
- It will enable Silverdell to accelerate its planned expansion into Canada and Australasia, viewed as attractive overseas markets, providing immediate scale and track record.
- Enlarged business will benefit from scale and will be well placed to win further large framework contracts with multi-national corporations.
- EDS has an established working relationship with Silverdell, a complementary culture, and serves an attractive market niche to which Silverdell does not currently have significant exposure.
- EDS is a specialist provider of decommissioning and dismantling services to the power generation, chemical, oil & gas, pharmaceutical, petrochemical and fuel industries, and has previously won contracts in Argentina, the Philippines, Turkey, Portugal, Italy and Finland.
- In 2011 EDS achieved revenue of approximately £46m which resulted in Adjusted EBITDA of approximately £2.8m and a reported profit before tax of £1.36m. EDS has forecast Adjusted EBITDA of approximately £5.0 million for their year ending 30 June 2012.
- EDS has successfully won contracts for several multi-national corporations including: Shell, RioTinto, GSK GlaxoSmithKline, ExxonMobil, Rolls Royce, Pfizer and Ineos.
- EDS has a good track record in completing large and complex projects with bespoke contracts, and has significant levels of repeat business coming from the existing client base.
- EDS is an existing partner of Silverdell; the companies tendered successfully together for the Magnox Framework Contract.
- Silverdell intend to retain EDS's key staff including Managing Director Darren Palin.
To fund the acquisition of EDS, Silverdell announces today a conditional placing of, in aggregate, 80,101,466 new Ordinary Shares at a price of 11 pence per share raising approximately £8.81 million (before expenses).
The total maximum consideration of £18.6 million comprises £15 million of initial consideration and a further £3.6 million of deferred consideration subject to the achievement of certain financial targets by EDS.
The placing and acquisition are subject to approval of shareholders at a General Meeting, which will be held at 11.00 a.m.on 15 June at the offices of finnCap, 60 New Broad Street, London, EC2M 1JJ. Subject to shareholder approval, admission of the placing shares is expected to occur at 8.00 a.m. on 18 June 2012.
Sean Nutley, CEO of Silverdell Plc, said:
"This acquisition will transform Silverdell into a global Specialist Environmental Support Services group. EDS is a highly specialised decommissioning and dismantling provider with genuine global reach and a blue chip customer list which provides repeat work. Having worked closely with them, we understand the business well and believe that it can be successfully integrated into the Group. It serves attractive market niches in geographies which are target territories for us. We believe that the enlarged business will be well placed to win further large framework contracts with multi-national corporations."
Stuart Doughty, Chairman, commented:
"This acquisition marks an entirely new stage in Silverdell's growth. In short, we now have the scale, capability and blue chip customer base to go from strength to strength. We look forward to the future with great confidence."