Last checked at 1 May 2019 07:00
1 May 2019
Mpac Group plc
("Mpac" or the "Company")
Acquisition of Lambert Automation Limited and Trading Update
Mpac Group plc (AIM: MPAC), the global packaging solutions group, is pleased to announce that it has acquired the entire issued share capital of Lambert Automation Limited ("Lambert") for an initial consideration of £15.0 million to be paid in cash (the "Acquisition"). Further deferred and earn-out consideration may become payable as set out below.
Lambert was founded in 1973 and is a provider of technology leading automation solutions to the medical and consumer healthcare markets. Lambert is based in Tadcaster, UK and employs approximately 160 staff. The audited financial statements of Lambert for the year to 31 December 2018 showed revenue of £17.9m and profit before tax of £1.3m including depreciation and amortisation of £0.8m and an interest credit of £1.1m, including waived preference share interest. Audited net assets at the same date were £7.1m, including net cash of £2.3m and goodwill of £4.9m.
Sales and earnings before interest, tax, depreciation and amortisation ("EBITDA") for the previous three financial years were as follows:
For the year ended 31 December | 2016 | 2017 | 2018 |
Sales | £22.7m | £21.2m | £17.9m |
EBITDA | £2.1m | £2.2m | £1.0m |
Lambert recorded order intake of £24.5m in 2018, entering 2019 with a significantly higher order book than the previous year, providing confidence in its expected out-turn for the current financial year.
Background to the Acquisition
The Acquisition represents a compelling fit with Mpac's strategic intent of being a market leader in the provision of full-line packaging solutions for the pharmaceutical, healthcare and food and beverage sectors. Lambert typically works upstream in its customers' product and production lifecycle which will enable Mpac to offer a more comprehensive and broader range of automation and packaging solutions to its customers. Mpac will enter the medical and healthcare product assembly and packaging market fulfilling the expected increase in demand for wellness products. Mpac will support Lambert's current strategic plan, exploring the growth opportunities opened by the access to its customer base and global business network.
Transaction Highlights
Mpac has acquired the entire issued share capital of Lambert for an initial consideration of £15.0 million, on a cash-free, debt-free basis, to be paid in cash, subject to customary adjustments for working capital. In addition, earn-out consideration will be paid on the basis of a multiple of five times the extent to which the average annual EBITDA of Lambert for the three years ending 31 December 2021 exceeds £2.5 million. The earn-out consideration is capped at a maximum of £2.5 million and will be paid in cash.
It is expected that the Acquisition will be immediately materially earnings enhancing.
It is intended that three of the existing shareholders, including Warren Limbert, Managing Director, will remain with Lambert for at least the next three years. The acquisition of Lambert is expected to deliver sales synergies through cross-selling with the existing Mpac business and access to its global sales and service infrastructure. In addition, cost synergies are expected including through access to Lambert's well-developed supply chain capabilities.
Tony Steels, Chief Executive of Mpac, commented:
"Lambert is a high-quality business with proven performance and long-standing embedded relationships with global blue-chip customers. Clear synergies exist in the market, technologies and supply chain which will provide our customers and potential new customers even greater confidence in the delivery of complete turn-key packaging solutions. Lambert entered 2019 with a significantly higher order book than the previous year and I am excited about the potential of the combined business and the momentum it brings to the fulfilment of our strategic plans.''
Trading update
Ahead of the AGM, Mpac Group plc a global leader in 'Make, Pack, Monitor and Service' high speed packaging solutions is pleased to announce the following trading update:
Trading performance of the existing business in the current financial year is in line with the Board's and market expectations. Order and quote activity remain strong and the current order book is significantly above the previous year. Additionally, further progress has been made in 2019 to secure the benefits from the delivery of our One Mpac business model and the long-term strategic priorities of, 'Going for Growth', 'Making Service a Business' and delivering improved 'Operational Efficiencies'.
Tony Steels, Chief Executive, commented:
"I am pleased to report good progress in the trading performance for 2019, of the existing business, supported by growth in order intake and sales over the prior year in both equipment and services backed by a strong orderbook, good levels of quote activity and prospects. The Group has continued the momentum from the second half of 2018 into the start of 2019 and I am confident that we will be able to deliver results for the full year in line with expectation."
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No. 596/2014
For further information, please contact:
Mpac Group plc Tel: +44 (0) 2476 421100
Tony Steels, Chief Executive
Will Wilkins, Group Finance Director
Panmure Gordon (UK) Limited (Nominated Advisor & Broker) Tel: +44 (0) 20 7886 2500
Dominic Morley
James Stearns
Hudson Sandler Tel: +44 (0) 20 7796 4133
Nick Lyon
Nick Moore