Judges Scientific Regulatory News (JDG)

Judges Scientific plc

Acquisition of CoolLED Limited

18 February 2016

JUDGES SCIENTIFIC plc

("Judges Scientific", "Judges" or the "Group")

Acquisition of CoolLED Limited

Judges Scientific, the parent company of a group engaged in the design, manufacture and sale of scientific instruments, announces that it has today acquired 100% of the issued share capital of CoolLED Limited ("CoolLED"), an instrument maker based in Andover, Hampshire. CoolLED designs, manufactures and markets illumination systems for fluorescence microscopy (the "Acquisition"). The Board expects the Acquisition to be immediately earnings enhancing.

CooLED was acquired for an initial cash consideration of £3.5 million with an earn-out capped at £1.0 million ("Earn-out"). The Earn-out may be payable subject to CoolLED generating adjusted operating profits of over £1.0 million in respect of the year to 30 June 2016, reducing by £4.50 for each £1 shortfall below £1.0 million.

An additional payment will be made to reflect any excess working capital over and above the ongoing requirements of the business. The Board expects such payment to be covered by the cash inherited at the completion date.

Information on CoolLED

CoolLED specialises in the design, manufacture and sale of illumination systems for fluorescence microscopy, a growing niche of the life-sciences market. LED light sources are progressively replacing conventional mercury based lighting systems in new and existing installations.

All products are designed by CoolLED, manufactured in Hampshire and sold worldwide to end users, both directly and through agents, or to OEM customers. Scientifica, acquired by Judges in 2013, is one of CoolLED's major customers.

CoolLED was originally established in 2003 as a division of Custom Interconnect Ltd prior to a demerger in 2011 when it became a stand-alone company. Due to the illness of the former Executive Chairman, the company has, in recent months, been led by Jim Beacher, its Sales and Marketing Director. Following completion, Jim will continue to perform this role as Managing Director of CoolLED. Prior to the Acquisition, Jim held 7 per cent of CoolLED's issued share capital and was the only shareholder operating in an executive capacity.

CoolLED's audited accounts for the financial year to 30 June 2015 show revenues of £2.5 million and pre-tax profits of £0.5 million. Net tangible assets amounted to £1.12 million, including cash of £0.55 million.

Operating profit for the 12-months ended 30 September 2015, adjusted to eliminate non-recurring items and to reflect CoolLED's ongoing cost base within the Group, would have totalled £0.75 million from revenues of £2.8 million.

Financing of the Acquisition

The Acquisition and associated transaction costs are being financed from Judges' existing cash resources and an additional £3.5 million drawn down from the Group's £10.0 million acquisition facility granted in 2014 by Lloyds Bank Corporate Markets.

The Board believes that CoolLED is an excellent business, focused on state-of-the art technology in a growth segment of life-sciences, with an acknowledged reputation for quality and service.

Alex Hambro, Chairman of Judges, commented:

"CoolLED is a world class company, with an excellent reputation in its niche market within the life-sciences sector, and its positive impact on the Group's financial performance should be immediate. We are delighted to welcome Jim Beacher and his colleagues to the Group's management team."

For further information please contact:

Judges Scientific Plc

David Cicurel, CEO

Brad Ormsby, FD

Tel: 020 3829 6970

Shore Capital (Nominated Adviser & Broker)

Pascal Keane

Edward Mansfield

Tel: 020 7408 4090

Cardew Group (Financial Public Relations)

Tel: 020 7930 0777

Melvyn Marckus (07775 896 491)

Nadja Vetter (07941 340 436)

Websites:

Judges Scientific: www.judges.uk.com 

CoolLED: www.coolled.com