3 Sep 2010 11:20
Emblaze Ltd ("Emblaze" or "the Group") Emblaze signs agreement to sell its stake in Formula Systems for a total consideration of US$139,138,400
Ra'anana, Israel, 3 September 2010: Emblaze Ltd announces that it has agreed to sell its entire 49.2% holding in Formula Systems (1985) Ltd (" Formula") to Asseco Poland SA, the largest Polish IT company (Warsaw Stock Exchange: ACP) and a leading member of the Asseco Group ("Asseco"), for a total consideration of US$ 139,138,400 payable in cash on closing of the transaction. The sale is subject to Emblaze shareholders' approval.
Emblaze has been satisfied with the performance of Formula and its subsidiaries; nevertheless, the terms of the transaction proposed by Asseco were compelling to persuade the Board that the transaction is in the best interest of shareholders. The consideration of US$ 139,138,400 reflects a premium of 43% over Formula's current market price.
The net proceeds of the transaction will be applied towards implementing Emblaze's strategy to focus on further improving the Company's business performance and achieving long-term sustainable growth.
Formula is the holding company of subsidiaries that are engaged in two principal business areas: IT services and proprietary software solutions.
For the six months period ended 30 June 2010 Formula generated revenues of US$ 262.6 million, and EBITDA of US$ 25.6 million. The gross assets of Formula as at 30 June 2010 amounted to US$ 546.9 million.
Emblaze is expected to report a capital gain of approximately US$ 35 million in 2010 as a result of this transaction. The actual aggregate return on the investment in Formula during the last four years since its acquisition in November 2006 is US$ 67 million, reflecting the excess of the consideration over the initial investment plus dividends paid to Emblaze.
Since the acquisition of the interest in Formula, the Emblaze management has been highly involved in the formation and implementation of strategy throughout the Formula group, achieving impressive results in turning Formula into a successful and profitable organization. As a result of Emblaze's efforts, revenues of all subsidiaries within the Formula group increased, loss making projects were closed down, controls over costs were dramatically improved, Formula subsidiaries that had previously suffered years of heavy losses moved to profitability while others improved existing profitability; for example:
the operating income of Formula increased from US$ 19 million in the year ended 31 December 2006 up to US$ 37 million in the year ended 31 December 2009, an increase of 95%;
the cash position increased from net debt of US$ 20 million as at 31 December 2006 to positive net cash of US$ 75 million as at 30 June 2010,
the aggregate liability to banks decreased from US$ 120 million as at 31
December 2006 to US$ 15 million as at 30 June 2010, a decrease of 88%.
In view of its size, the transaction is a Class 1 transaction for Emblaze under the Listing Rules and is therefore conditional on, amongst other matters, the approval of shareholders of the Company. A circular containing information relating to the transaction together with a notice of general meeting to consider and, if thought fit, approve the transaction, will be distributed to shareholders in due course.
Naftali Shani, chairman of Emblaze, commented: "We have faith in Formula's business and we are confident that Asseco is committed to fulfill Formula's promise going forward. We at Emblaze are excited about this opportunity to bring to fruition the successful efforts invested in Formula by our team. We believe that following completion of this transaction Emblaze will be well positioned to take advantage of opportunities in the market, based on the know-how and experience of its team and the group's accrued technologies. Following this sale, our strategy will continue to focus on further improving our business performance and achieving long-term sustainable growth. I look forward to providing updates on this in the coming months".
Enquiries: Hagit Gal, Emblaze hagit.gal@emblaze.com
Jonathan Shillington/Alistair Scott, Grayling +44 20 7932 1850 alistair.scott@grayling.com
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