Crossword Cybersecurity Regulatory News (CCS)

29 Mar 2006 07:03

Clarity Commerce Solutions PLC29 March 2006 Clarity Commerce Solutions plc Clarity Commerce Solutions to acquire MATRA Systems Clarity Commerce Solutions plc ("Clarity"), the international supplier ofsoftware and services to the entertainment, hospitality and leisuremarketplaces, has conditionally agreed to acquire MATRA Systems ("MATRA"), aglobal software and solutions provider to the retail sector. The acquisition is subject to the passing of certain resolutions of Clarityshareholders at an EGM, in relation to which a circular is to be issued thisweek. The intention of the parties is to complete the acquisition by the end ofApril. MATRA's FREEDOM products, which include point of sale ("POS") and relatedsoftware, has been deployed in a variety of market sectors including grocery,department stores, theme parks and ticketing, in Europe, North America, Asia andSouth Africa. In addition MATRA provides key technology components thatcomplement and enhance retailers' existing POS systems. In North America itscustomers include The Walt Disney Company, Smart and Final, London Drugs, LongsDrugs and Six Flags. Outside the US its customers include Coop Denmark, AngliaCoop, Woolworths (South Africa), Somerfield, HMV, Waterstones, Focus DIY, andThe John Lewis Partnership. The acquisition strengthens Clarity's international presence, and will helpbuild Clarity's critical mass as a solutions provider in the POS market. MATRAalso brings with it a quality customer base and range of prospects to whichClarity expects to be able to resell its back office and central head officesoftware solutions. In addition, both companies are building their software onthe Microsoft .Net platform, enabling rapid integration of the two companies'products and a faster delivery of sales opportunities. MATRA reported adjusted profits after tax of £0.4million on turnover of £4.95million in the year to 31 December 2005. As at the 31 December 2005, MATRA's netassets were £0.8 million. The structure of the acquisition is as follows: 1. Initial consideration of £2.5 million, and in addition, up to £500,000 to be satisfied by the issue to current shareholders of MATRA ordinary shares in Clarity, the number of which is determined by the average middle market price in the capital of Clarity on the seven business days prior to completion. 2. Subsequent consideration to be calculated by reference to the profits after tax generated by MATRA within the enlarged group over each of the three years following completion. 3. Additional consideration paid on achievement by MATRA of certain 'milestone events' related to integrating the two businesses and their products. The total amount of consideration payable for the acquisition, under points 1-3above, is determined by a formula which determines that, although the totalamount payable is not fixed, the maximum amount payable will never exceed£11million. Graham York, Clarity Chief Executive, states that "The acquisition of MATRA is in line with Clarity's organic and acquisitivegrowth strategy. The complementary software products offered by both companieswill allow for considerable cross-selling opportunities. Working together over the last year, both companies have realised that there areconsiderable synergies to be obtained through a single product offering thatmerges the respective strengths of our solutions, and it made sense to formalisethis though a merger of our business interests. We believe that this acquisition adds significant value through the addition ofMATRA's customers, software and people to the Clarity group." Tony Houldsworth, Group Director of MATRA Systems, said: "Clarity provides us with an excellent vehicle for future growth through itsstatus as a publicly listed company. We will not only benefit from the increasein scale, but will have greater substance behind us in respect of securing newbusiness. Clarity and MATRA will benefit from combining forces in order toaddress the US market. We share customers in the theme park sector, and togetherwe represent a greater force. We also see considerable opportunities to grow our core retail businessthroughout the world. The addition of Clarity's Central head office productgives MATRA far greater depth of solution. We are very pleased to be joining the Clarity Group, and see considerableincreased opportunities by working together." 29 March 2006 Enquiries: Clarity Commerce SolutionsGraham York, Chief Executive Officer Tel: 0870 44 44 234College HillAdrian Duffield / Ben Way Tel: 0207 457 2020 This information is provided by RNS The company news service from the London Stock Exchange