Calnex Solutio. Regulatory News (CLX)

1 Mar 2006 14:02

Calyx Group PLC01 March 2006 FOR IMMEDIATE RELEASE 1 March 2006 Calyx Group plc ("Calyx") Calyx completes its largest acquisition to date and acquires Ireland's leading IT security specialist Calyx, the largest single-source providers of information and communicationtechnology ("ICT") network solutions throughout Ireland, today announces theacquisition of Entropy Ltd ("Entropy"), the Dublin based IT security specialistfor a total consideration of €4.95million (£3.37 million) through cash andshares. The initial consideration of €4 million comprises of €2.98 million (£2.03million) in cash and 1.06 million ordinary shares of €0.10 each (valued at €1.02million (£0.69 million) based on yesterday's closing price of 65.5p). Managementwill be locked in for 12 months post the acquisition. Further deferredconsideration of up to €0.95 million (£0.65 million) is payable again in cashand shares upon the achievement of specific performance criteria 12 months fromthe date of the acquisition. Established in 1993, Entropy is Ireland's leading IT security specialist anddelivers security solutions that help clients across all industries secure theirbusiness assets. From design and implementation to support and management,Entropy provides a single point of contact for securing complex networks.Entropy has existing partnerships with top security providers includingMicrosoft, Nokia, Trend Micro, Websense, Check Point, IronPort and RSA Security. As companies in the UK and Ireland adopt a "zero tolerance" approach to thesecurity and integration of their I.T. networks and infrastructures, theirrequirements for outside services and support are becoming more sophisticatedand demanding. In addition the incorporation of best practice guidelines andI.T. governance frameworks, such as BS7799, have created a growing market forfocused skilled companies such as Entropy. The combination of Entropy'scapability and the existing Calyx resource has created a very significantpresence in the UK and Irish security services sector. Entropy's current customer base covers all industry sectors including: retail,investment, pharmaceutical, leisure, transport and local authority, and includeWaterford Crystal; the Grafton Group - the UK-listed building and plumbingmerchants; Zurich Capital Markets - one of the premier alternative assetmanagement firms; United Drug - one of the largest pharmaceutical wholesalers inIreland; and the Department of the Environment Heritage and Local Government -the Irish government department. For the year ended 31 December 2005 Entropy had audited revenues of €6.25million (£4.25 million) with profit before tax of €0.59 million (£0.4 million),cash in the bank of €1.1 million (£0.75 million), and net assets of €1.1 million(£0.75 million). Conall Lavery current Entropy Managing Director will remainManaging Director of the division. Maurice Healy, Chief Executive of Calyx, commenting on the acquisition said; "I am excited to announce this, our largest acquisition so far, as the additionof Entropy to the Calyx group enhances our existing capability and expertise inthe security solutions arena. It also takes us closer to our goal of becomingone of the largest providers of specialist ICT infrastructure services in the UKand Ireland. Our customers are now demanding scale and reach from their trustedpartners and Calyx is at the forefront of this market as it continues toconsolidate. We are pleased to confirm that the current Managing Director of Entropy, ConallLavery, will remain Managing Director of the division and expect the acquisitionto be immediately earnings enhancing. Furthermore, this acquisition remains inline with our strategic objectives as set out back in March 2005 when we floatedon AIM." Calyx will be announcing its preliminary results for the year ended December2005 on Monday 6 March, there will be a presentation at 09:30am at the officesof Buchanan Communications. For further details please contact: Calyx Group plcMaurice Healy, Chief Executive Tel: +353 1 676 3363 Buchanan CommunicationsTim Thompson / James Strong Tel: +44 (0)20 7466 5000 NOTES TO EDITORS About Calyx - Calyx is the largest single-source provider of information andcommunication technology ("ICT") network solutions throughout Ireland andincludes the largest technical training operation in Ireland. Calyx isheadquartered in Cork, but has offices in Dublin, Limerick and Swindon. This isthe 4 acquisition Calyx has completed since its flotation on AIM back in March2005. Amounts in this document expressed in pounds sterling or equivalent amountsstated in Euros have, unless otherwise stated, been calculated using a rate of£1:€1.47. This information is provided by RNS The company news service from the London Stock Exchange