Tissue Regenix Group Regulatory News (TRX)

11 Apr 2006 07:01

Torex Retail PLC11 April 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN 11 April 2006 TOREX RETAIL PLC ("Torex Retail" or the "Company") Acquisition of Savista Corporation Torex Retail Plc, an international market leader in the provision of innovativeIT retail solutions, announces the acquisition of Savista Corporation, theglobal provider of EPOS software solutions to McDonald's Corporation, one of theworld's largest retailers. Highlights: • Savista brings McDonald's Corporation, one of the world's largest retailers, as a customer to Torex Retail. • Expands Torex Retail's US operations and hospitality sector presence with entry into the Quick Service Restaurant market. • McDonald's Corporation confirms it will be using the Savista solution globally. • Acquisition consideration of 31,252,406 ordinary shares of the Company valued at US$54.76 million of which Evolution Securities have placed 9,375,722 ordinary shares with an existing institutional shareholder and Accel-KKR are committed to hold the balance for between one and two years. • Accel-KKR, a leading U.S.-based private equity firm and principal shareholder of Savista, is to become a significant shareholder in Torex Retail. • Tom Barnds, an Accel-KKR Managing Director, is expected to join the Board as a Non-Executive Director in the near future. • The Acquisition is expected to be earnings enhancing in the first 12 months following completion*. Commenting on the Acquisition, Chris Moore, Executive Chairman of Torex Retailplc, said: "I am delighted to welcome McDonald's, one of the world's largest retailers, asa customer of Torex Retail. McDonald's is a great reference client for theSavista solution and we very much look forward to working closely with DaveWeick and his team going forward. This is an excellent acquisition for Torex Retail. Strategically it increasesour critical mass in North America and significantly expands our hospitalityoffering by taking us into the QSR market on a global basis - hospitality is oneof the fastest growing areas of our business and QSR is the largest part of theUS hospitality market. Financially we expect the deal to be earnings enhancingwithin the first twelve months of our ownership. Accel-KKR has made a number of successful investments in the retail point ofsale market and has been very impressed by Torex Retail's growing business andglobal opportunity. We anticipate that our new association with Accel-KKR as ashareholder and through Tom Barnds' planned participation on our Board willbring strategic benefits to Torex Retail." Jeff Bizzack, Chief Executive Officer, Savista Corporation, said: "With Torex Retail's extensive IT retail experience, its blue chip customer baseand Savista's international installed network in the restaurant segment, thisacquisition is a great fit. Torex Retail has the international reach, financialresources and strategic vision that will allow the NewPOS technology team tobroaden its product offerings and deepen its service capabilities for thebenefit of its clients around the world." Following completion of the Acquisition, Mr Bizzack will join Torex Retail as anadviser to the Board on strategy and the development of the Group'sinternational business. Dave Weick, Chief Information Officer, McDonald's Corporation, commented: "Creating global standards in information technology is a critical strategy forthe continued success and growth of our organisation. Our successfulrelationship with Savista and the deployment of a common POS platform in over 60countries to date has helped us to standardise operations in our restaurants,reduce costs and increase our pace of change and innovation. NewPOS today isinstalled in over 5,200 stores (30,000 terminals); and we remain committed toour POS Global Strategy to deploy into thousands of additional stores. We areexcited about Torex Retail's ownership and the breadth of capabilities andexperience they bring to our partnership. Their combined global resources andinfrastructure represent an opportunity to grow our relationship further andshould lead to even more ground-breaking innovation in our industry." Torex Retail management will be holding a conference call for UK analysts andinstitutional investors at 9.30 am (UK time) this morning. Participants are todial: +44(0)20 7138 0835. For US based institutional investors, management will be holding a conferencecall this afternoon at 2.00 pm (UK time). Participants are to dial: +1 718 3541158 (from USA) and +44 (0)20 7138 0809 (from UK). Please note that private investors will not be allowed to participate. A presentation on the Savista Corporation acquisition will be available on theIR section of the Torex Retail website from 9.00 am this morning:www.torexretail.com Contacts Torex Retail Plc +44 (0) 870 300 6061 Chris Moore, Executive Chairman Mark Pearman, Finance Director Citigate Dewe Rogerson +44 (0) 20 7638 9571 Ginny Pulbrook /Seb Hoyle NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN Torex Retail Plc ("Torex Retail" or the "Company") Acquisition of Savista Corporation Torex Retail, an international market leader in the provision of innovative ITretail solutions, is pleased to announce the acquisition ("Acquisition") fromAccel-KKR Company LLC ("Accel-KKR") of Savista Corporation ("Savista"), aleading provider of point-of-sale ("POS") software to the international quickservice restaurant ("QSR") industry, for a consideration of 31,252,406 newordinary shares of 1p each in the Company ("Consideration Shares"), valued atUS$54,760,465. Background to and reasons for the Acquisition The directors of the Company ("Directors") consider that the global restaurantsoftware market, which Savista addresses, represents a particularly excitingopportunity with strong growth potential. Its value in North America alone hasbeen estimated at over US$1 billion. Sales of POS software representedapproximately half of this figure in 2003, at US$521 million, and are predictedto grow to nearly US$900 million by 2008. The market for POS restaurantsoftware platforms is relatively fragmented and the Directors believe that theopportunity exists for Torex Retail to build a substantial market position. Savista's strategy for growth is to continue to develop its strong relationshipwith McDonald's Corporation ("McDonald's") whilst at the same time targeting thetop 100 international QSR chains, which between them account for some 50 percent. of the total worldwide QSR market. Following the Acquisition, Savista willbe able to leverage Torex Retail's software portfolio and worldwide supportinfrastructure which will allow it to offer a greater range of products andservices to its existing customers and prospects. Information on Savista Savista, founded in 2000, has developed a leading POS software system called "NewPOS". Savista's principal customer, accounting for the majority of revenueto date, is McDonald's. Savista's NewPOS Restaurant Platform is one of thefastest growing international POS solutions in QSR. In 2003, McDonald'sretained Savista to develop a next generation POS platform for use throughoutits global retail business. McDonald's selected NewPOS as its global standardfor POS software in 2004. There is a continuing, substantial roll-out programmeof customisation, implementation, development, training and ongoing support.Savista is also in discussions with certain other major US multi-unit retail andfood service chains regarding the potential roll-out of its solutions. Savista has its headquarters in Chicago, USA, and an experienced programmingteam in Sao Paolo, Brazil. Savista currently has approximately 80 employeesand, in the year ended 31 December 2005, it had revenues of US$11.7 million andadjusted net income of US$2.1 million. The corresponding figures for the yearended 31 December 2004 were US$9.1 million and US$1.7 million. The Acquisitionis expected to be earnings enhancing in the first 12 months following completion*. Principal terms of the Acquisition Pursuant to the terms of the Acquisition agreement, Savista Acquisition Corp., awholly owned subsidiary of the Company, will merge with Savista under Delawarelaw. Following this merger, Savista Acquisition Corp. will cease to exist andSavista will remain a wholly owned subsidiary of the Company. The consideration for the Acquisition is the issue of 31,252,406 ConsiderationShares to Accel-KKR on completion of the Acquisition which are valued atUS$54,760,465. Accel-KKR is placing, through Evolution Securities, the Company'sbrokers, a total of 9,375,722 of the Consideration Shares with an existingshareholder. Accel-KKR has entered into a lock-in and orderly market agreement with theCompany which provides that, of the remaining 21,876,684 Consideration Shares(representing 6.06 per cent. of the enlarged issued share capital of theCompany): (i) approximately 3.1 million shares can be disposed of upon theearlier of 7 April 2007 or the publication of Torex's preliminary results forthe year ended 31 December 2006; (ii) a further 3.1 million shares can bedisposed of upon the earlier of 7 October 2007 or the publication of theCompany's interim results for the period ending 30 June 2007; and (iii) theremainder of the Consideration Shares cannot be disposed of until after theearlier of the date of publication of Torex Retail's 31 December 2007Preliminary Results and 7 April 2008. Subject to certain conditions, the on-market disposal of all of theConsideration Shares must be made through the Company's brokers from time totime. Application is being made to the London Stock Exchange for the ConsiderationShares to be admitted to trading on AIM. It is expected that Admission willoccur on 18 April 2006. The Consideration Shares will, when issued, rank in fullfor all dividends and other distributions declared after issue (other than inrespect of a prior record date) and otherwise pari passu in all respects withthe existing Ordinary Shares in issue. The terms of the Acquisition agreement provide Torex Retail with the benefit ofcustomary representations, warranties and indemnities from Savista andAccel-KKR. Pursuant to the terms of the Acquisition agreement, Accel-KKR has the right toappoint a director to the board of Torex Retail for such time as it holds notless than 50 per cent. of the Consideration Shares. Information on Accel-KKR Accel-KKR, a leading US private investment firm founded by venture capital firmAccel Partners and private equity investment firm Kohlberg Kravis Roberts & Co.,is the principal shareholder of Savista. Accel-KKR has made a number ofsuccessful investments in the retail POS market including CRS Retail Systems,the US POS vendor which was acquired by Epicor in December 2005 for $121 millionin cash. Management believes that their involvement as a strategic shareholderof Torex Retail will be of immense value and demonstrates their confidence inthe Company's strategy and future plans. Appointment of Tom Barnds as a Non-Executive Director of Torex Retail It is expected that Tom Barnds, aged 37, currently a Managing Director ofAccel-KKR and Chairman of the Board of Savista, will join the Board of TorexRetail in the near future. Mr. Barnds has been with Accel-KKR since the year ofits founding in 2000, where he focuses on private equity investments intechnology companies. Prior to joining Accel-KKR, Tom was a Managing Directorat Nassau Capital, a private equity firm engaged in investing $2.5 billion ofPrinceton University's endowment. Tom received his Masters in BusinessAdministration from the Stanford Graduate School of Business and hisundergraduate degree in Economics from Princeton University. Notes: * This statement should not be interpreted to mean that earnings per share will necessarily be greater than those for the relevant preceding financial period. This press announcement has been issued by the Company and is the soleresponsibility of the Company. This announcement has not been approved for thepurposes of section 21 of the Financial Services and Markets Act 2000. This announcement does not constitute or form part of any offer to sell or issueor the solicitation of any offers to purchase or subscribe for new ordinaryshares in any jurisdiction. This announcement is not an offer of securities forsale in the United States. The Consideration Shares to be issued pursuant tothe Acquisition have not been and will not be registered under the United StatesSecurities Act of 1933 (as amended) (the "Securities Act") or the securitieslaws of any state or other jurisdiction of the United States and ConsiderationShares may not be offered or sold, direct or indirect through CREST or otherwisewithin the United States, absent registration under the Securities Act or anexemption from registration. No public offer of new ordinary shares is beingregistered in the United States. This information is provided by RNS The company news service from the London Stock Exchange