27 Apr 2009 07:00
Embargoed Release: 07:00hrs Monday 27th April 2009
Toumaz Holdings Limited (`Toumaz Holdings' or the `Company') Acquisition of Future Waves UK Limited License Agreement with Imagination Technologies Limited Update on Operations Proposed Placing of New Ordinary Shares Notice of Extraordinary General Meeting
Toumaz Holdings, the specialist niche investor in emerging technologies, announces:
* The acquisition of the balance of Future Waves UK Limited (`Future Waves') with the intention of consolidating the company with Toumaz Technology Limited (`Toumaz Technology') to benefit from technology synergies and prevention of overhead duplication (`Acquisition'); * A license agreement with Imagination Technologies Limited (`Imagination') for a next generation communication and digital radio multimedia IP platform that will further enhance the commerciality of both Future Waves' advanced radio (RF) chips and Toumaz Technology's market-leading ultra low power platform technology solutions for the for the healthcare, lifestyle management and broadcast digital radio sectors; * A planned placing of new Ordinary Shares, raising £2.6 million, before expenses, with certain existing shareholders (`Placing'); * Update on Operations; * Changes to the Board Structure - Sir Richard Sykes to be confirmed as Executive Chairman; * Notice of Extraordinary General Meeting.
The Company is sending notice of Extraordinary General Meeting to be held at Place Chevelu 6, 1211 Geneva 1, Switzerland, at 12 pm on 14 May 2009. The purpose of the meeting is to seek shareholder approval for the resolution to allow the Company to issue new Ordinary Shares in order to provide Toumaz Holdings with additional capital to execute its business strategies and ensure that it is best placed to take advantage of a number of promising business opportunities available to it. A circular and the notice of Extraordinary General Meeting have been posted to shareholders and the document is available to download from the Company's website, www.toumazholdings.com.
Acquisition of Future Waves UK Limited
Toumaz Holdings has agreed to acquire the remaining equity of Future Waves, in which it currently holds a 23.2 per cent. interest, on the basis of a share swap on a two for one relative valuation. Future Waves shareholders will receive 16.22 new ordinary shares in Toumaz Holdings for each ordinary Future Waves share. The acquisition of Future Waves by Toumaz Holdings has the approval of the majority (over 51 per cent.) of Future Waves shareholders, which is sufficient for the acquisition to be unconditional for the entire issued capital of Future Waves. A total of 91,836,779 new ordinary shares in Toumaz Holdings will be issued to shareholders of Future Waves (`Acquisition Shares'). Under the Company's articles of association the Board is authorised to issue and allot the Acquisition Shares without further need for shareholder approval. In addition, Future Waves' employee share options will be transferred and converted into Toumaz Holdings share options, representing a total of 8,507,390 options. On the basis of a closing price of 7p for a Toumaz Holdings share on 23rd April 2009, being the last day of dealings prior to the posting of the circular, Future Waves is valued at approximately £8.75 million.
Future Waves is a cutting-edge fabless semiconductor company which designs integrated, cost-effective, low power receiver solutions for Mobile TV and Digital Radio. Compliant with worldwide digital broadcasting standards, Future Waves' first RF (radio frequency) chip, FENIX1 has commenced mass production and shipping to customers has begun. Furthermore, Future Waves has developed a working prototype of next generation multi-standard RF chip. It has offices in Taiwan, Hong Kong, Korea and the UK through which it supports its collaborative industrial partners and customers through local design teams. According to management accounts, in the 12 months to 31 December 2008, Future Waves made a loss of approximately $5.5 million. Sales in 2008 were limited and did not contribute in any significant way towards covering R&D and operating expenses.
The rationale for the Acquisition is to consolidate Future Waves and Toumaz Holding's wholly-owned investment Toumaz Technology within one group. Products developed by Future Waves and Toumaz Technology are based on a common technological platform; Future Waves being an exclusive licensee of Toumaz Technology's background IP for broadcasting. Currently, both businesses use engineers with similar skill-sets and expertise, and similar equipment including expensive licensed development tools. Once consolidation has been finalised, it is expected that internal research and development resources will be deployed more efficiently and cost effectively than if each business continued to operate independently.
In the opinion of the Board the commercial outlook for the businesses is positive. Both companies have supportive cornerstone customers in two large, high growth markets. The consolidation will provide shareholders in Toumaz Holdings with the benefit of diversified market risks and the potential of substantial value creation.
License Agreement with Imagination
The Board is also pleased to announce that the Company has entered into an agreement with Imagination, a leading provider of System-on-Chip (SoC) silicon IP, to license a next generation communication and digital radio multimedia IP platform. The agreement is applicable to both Future Waves and Toumaz Technology. The intention of the agreement is to further develop the existing co-operation between Toumaz Holdings and Imagination and also expand collaboration into new areas.
As part of this extended partnership the existing co-operation in broadcast technologies is extended to also include internet connectivity technologies. Toumaz Holdings will gain access to a market-leading next generation communication and digital radio multimedia IP platform based on Imagination's META HTP and ENSIGMA UCC Series3. This will allow Toumaz Holdings to fully exploit the synergy between Imagination's communication and multimedia IP and Toumaz Holding's unique AMX RF (radio frequency) platform technology in SoCs, targeting important and fast-developing consumer connected-device markets. The resultant technology solution will be deployed alongside Toumaz Technology's market-leading Sensiumâ„¢ system, an ultra low power sensor interface and transceiver platform for a wide range of applications targeted towards the healthcare and lifestyle management sectors, providing highly integrated and complete solutions.
The agreement also further cements the close working partnership between Toumaz Holdings and Imagination. Future Waves is an existing licensing partner of Imagination and its RF CMOS (complementary metal-oxide-semiconductor) tuner chip Fenix 1 has been incorporated in an increasing range of DAB radios manufactured by PURE Digital (`PURE'), a division of Imagination and the international market leader in DAB digital radio products.
It is anticipated the agreement will substantially enhance the established synergies between Future Waves and Toumaz Technology which should place Toumaz Holdings in a strong position to commercially drive its solutions in both the medical and consumer sectors, bolstered by the robust relationships its has established with tier one customers and partners such as PURE, Cardinal Health Inc. ('Cardinal Health'), Texas Instruments Inc. (`Texas Instruments'), and Infineon Technologies AG.
The consideration for the license deal will consist of a number of payments scheduled over the duration of the Company's development projects. The first of these payments, which is payable in shares in Toumaz Holdings, is for US$2.5 million.
Placing
The Board plans to raise £2.6 million (before expenses) by way of a placing of 43,333,333 new Ordinary Shares of 0.25p each at a price of 6p, with certain existing shareholders (`Placing Shares'). The net proceeds will be used for the early working capital requirements of the Company and its subsidiaries after completion of the Acquisition.
Update on Operations
Toumaz Technology continues to make good progress with Q1 being the first profitable quarter to date. The joint development contract with Cardinal Health to deploy the Toumaz Sensiumâ„¢ technology in US and European hospitals is running to plan and milestone-based revenues are being successfully achieved. Texas Instruments is in the final stages of releasing into the market the Sensiumâ„¢ chip with all sales collateral in place and field sales training underway. In addition, the joint project with Texas Instruments to develop the next generation Sensiumâ„¢ chips is on plan and also successfully meeting milestones.
Changes to the Board Structure
Subject to the Company completing the Placing, Sir Richard Sykes, currently non-executive deputy chairman, will move to to executive chairman of Toumaz Holdings working one day a week. Christofer Toumazou, Toumaz Holding's current chairman, will retain an executive director role.
-Ends-
For further information please contact:
Professor Christofer Toumaz Holdings Limited Tel: +44 207 245 1100 Toumazou Charles Cunningham FinnCap Tel: 020 7600 1658 Vikki Krause Hansard Group Tel: +44 7515 922 906
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