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6 Jan 2009 07:00
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THE MORGAN CRUCIBLE COMPANY PLC ("MORGAN CRUCIBLE") INCREASES ITS STAKE IN NP AEROSPACE TO BECOME MAJORITY SHAREHOLDER
Morgan Crucible is pleased to announce itΒ will beΒ increasingΒ its equity stake in NP Aerospace from 49% to 60% by acquiring 11% of the ordinary share capital of the company from the management andΒ Employee Benefit TrustΒ for a consideration of Β£12.2 million. As a result NP Aerospace will be fully consolidated inΒ to the Morgan Crucible accounts with immediate effect.
NP Aerospace is a composite technical mouldingΒ and vehicle integrationΒ business that develops, manufactures and markets ballisticΒ protectiveΒ andΒ other compositeΒ products in the defence and civil sectors. It is based inΒ Coventry,Β UKΒ with approximately 300 employees and has a strong position in theΒ UKΒ with the Ministry of Defence. NP Aerospace has a high degree of experience and expertise inΒ armour systems for militaryΒ vehicleΒ protectionΒ and has been responsible forΒ integrating a significant number of vehicle systems, including Mastiff, used byΒ theΒ BritishΒ Army. In addition, NP Aerospace enjoys unique areas of application know-how in products such as personal body armour,Β military helmets, explosive ordnance suits and protective kits for a wide range of vehicles.
TheΒ transactionΒ for thisΒ 11%Β tranche of equityΒ hasΒ been acceleratedΒ from the timetableΒ inΒ the original investment agreement of 1stΒ August 2007Β with the consideration payableΒ ultimatelyΒ dependent onΒ theΒ EBITDA achieved in 2009. Management andΒ the Employee Benefit TrustΒ retain a 40% equity stake and a phased process is in place for MorganΒ CrucibleΒ to acquire thisΒ remaining equity in four equal annual instalments starting in early 2010. The consideration payable for the future equity purchases will continue to be based on 7.25 times the EBITDA of the company for theΒ relevantΒ calendar year.Β
Mark Robertshaw, Chief Executive Officer of Morgan Crucible said "I am delighted thatΒ we have accelerated the programme of purchasing the outstanding equity of NP Aerospace. Since our initial investment in August 2007 the relationship between MorganΒ CrucibleΒ and NP Aerospace has strengthened and both parties haveΒ capitalised onΒ the many benefits that we bring to each other. NP Aerospace hasΒ enjoyed a year of significant growth in 2008 andΒ isΒ extremely well positioned to continue thisΒ track recordΒ in 2009, helped byΒ MorganΒ Crucible's resources and global reach. Being able to consolidate the results of NP Aerospace in MorganΒ Crucible's accounts also means that theΒ underlyingΒ performance and value of the NP Aerospace willΒ nowΒ beΒ fully visibleΒ in our financialΒ reporting."
Roger Medwell,Β Chief Executive OfficerΒ of NP Aerospace saidΒ "Like Morgan Crucible, differentiation of our products by innovative useΒ of our advanced materials continuesΒ to be our mission. Since the original investment in 2007,Β NP Aerospace and Morgan Crucible have worked effectively together, combining our complementary materials, ballisticΒ protectiveΒ and design expertise to develop a comprehensive range of solutions to defend against ever-changing threats. The NP Aerospace team look forward to working even more closely with Morgan Crucible to meet the demanding requirements of our customers and to capitalise on Morgan Crucible'sΒ infrastructure to realise the full potential of the business."
Notes for Class 2 purposes:
The total consideration paid by Morgan Crucible for this additional 11% of NP Aerospace is Β£12.2 million paid in cash. 10.1% has been acquired as of 5thΒ January 2009 and it has been agreed that a further 0.9% will be acquiredΒ from the Employee Benefit TrustΒ within the next two weeks.
In 2007 NP Aerospace revenues were Β£51.8Β million and EBITDA Β£9.5Β million, a margin ofΒ 18.4%. As at 31stΒ December 2007 NPΒ Aerospace had gross assets of Β£36.8Β million.
(All the above numbers are quoted from the statutory accounts based on UK GAAP.)
The order book for the business currently stands atΒ approximatelyΒ Β£160Β million.
For further enquiries:
Mark Robertshaw / Kevin DangerfieldΒ Morgan Crucible 01753 837300
Mike Smith / Robin Walker Finsbury 020 7251 3801
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