EXEL ESTABLISHES GLOBAL POSITION IN COMPOSITES - ACQUIRES
- Exel becomes the worlds first global pultrusion company by
acquiring Pacific Composites
- Pacific Composites China operations accelerate Exels entrance in
the Far East markets and enables production to start in China ahead
- The profit contribution from Pacific Composites is expected to
correspond to at least EUR 3 million a year, from the year 2007 and
Exel Oyj has today signed an agreement to acquire 100% of the shares
of the Australia-based Pacific Composites Pty. Ltd. The transaction
will be closed on 28 February 2006. Pacific Composites is a wholly
owned subsidiary of Lemarne Corporation Limited, a publicly listed
company on the Australian Stock Exchange.
FACTS ON PACIFIC COMPOSITES
Pacific Composites Pty. Ltd is mainly focused on pultrusion and is
comprised of manufacturing operations in Melbourne and Brisbane in
Australia, Runcorn and Clacton in the United Kingdom and Nanjing in
China. It is the largest pultruder in Australia, the Pacific and the
UK. It employs some 150 persons worldwide.
Net sales during July 2004 - June 2005 were EUR 19.8 million and the
profit before taxes EUR 1.8 million. Net sales during July - December
2005 were EUR 12.0 million, an increase of 25 per cent compared to the
corresponding period last year. The profit before taxes for the same
period amounted to EUR 1.4 million.
For further information on Pacific Composites, please visit
EFFECTS ON EXEL
Through the acquisition of Pacific Composites, Exel establishes itself
as the worlds first global pultrusion company. The acquisition will
extend the product range and reinforce Exels leading positions in the
Pacific Rim/Far East.
The investment project of building up our own factory in Shenzhen,
China, is postponed for the time being, as Pacific Composites has new
production facilities in Nanjing, China. The acquisition enables Exel
to start production in China ahead of the planned schedules.
The cash consideration for Pacific Composites shares amounts to EUR
17.5 million (AUD 28 million). In addition, pursuant to the
authorization by the AGM on 14 April 2005, Exels share capital will
be increased by a new share issue to Lemarne Corporation Limited of
230,743 shares, with an estimated market value of EUR 2.8 million (AUD
Synergies of the acquisition are expected to be realized in the areas
of procurement, sales and marketing. Pacific Composites contribution
to Exel Group EBIT is expected to amount to at least EUR 3 million a
year, from the year 2007 and onwards. In 2006, Pacific Composites will
be consolidated in Exel Group accounts from 1 March 2006.
This acquisition is a major strategic step to strengthen Exels
Industry Division in the growing Asian markets and to improve our
service ability to service our international customers. We are very
pleased to have the Pacific Composites skilled and experienced
personnel join our Group to develop our operations further on a global
basis, Mr. Ari Jokelainen, President & CEO of Exel, says.
Commenting on the sale, Lemarnes Chairman, Brian Noxon said
Pacific Composites has an excellent new home which should enhance its
future growth prospects. In short we believe it is an unusually good
fit which should also assist Exel expand its product range and better
service its international customers.
INCREASE OF EXEL SHARE CAPITAL
Exel Oyj Board of Directors has decided pursuant to the authorization
given by the Annual General Meeting on 14 April 2005 to increase the
company´s share capital from EUR 2,082,582 to EUR 2,124,115,74 as
- In the new issue 230,743 shares with an accounting equivalent
value of 0.18 per share will be issued,
- The new shares shall be offered to Lemarne Corporation Limited
under Chapter 4, Section 2 of the Companies Act subscribed in
deviation from the shareholders´ pre-emptive right. The entity
entitled to subscribe the shares is not part of the inner circle of
- The new shares are used as a part of the payment of the share
purchase price defined above and thus there is a weighty reason to
deviate from the shareholders´ pre-emptive right subscription right.
- The subscription is made in connection with the completion of the
Share Sale Agreement concerning the acquisition of Pacific
Composites Pty. Ltd. The agreed date is 28 February 2006.
- The issue price is EUR 12.06 per share. The amount of the issue
price exceeding the accounting equivalent value is entered to the
- The shares subscribed pursuant to decision will entitle their
holders to dividend and other shareholders´ rights as of the date
when the corresponding increase in the share capital has been
registered in the Trade Register.
Exel will hold a press conference regarding the acquisition of Pacific
Composites today 27 February 2006 for the media and analysts at
11.00am in the Pavilion Cabinet of the Scandic Hotel Simonkenttä at
Simonkatu 9, Helsinki, Finland. Contrary to what has been published
before, Exel will publish its financial statements already today 27
February 2006 at 9.20am, as the statements have been completed. Both
the acquisition and the financial statements will be handled in the
Mäntyharju, 27 February 2006
Mr Ari Jokelainen, President, Exel Oyj, tel. +358 50 590 6750
Exel Oyj is a leading, international Group specialised in composite
technology, with a special focus on pultrusion, pull-winding and
continuous lamination. The Groups operations include design,
manufacturing and marketing of advanced composite products for
industrial applications and consumer goods. Exels most well-known
consumer products include cross-country, alpine and Nordic Walking
poles, antenna radomes and other industrial applications. In 2005 the
Groups net sales totalled EUR 91 million. Exel personnel averaged
450. Exels share is listed on Helsinki Stock Exchanges Main List.
Exel Composites (www.exelcomposites.com) is a leading composite technology company that designs, manufactures and markets composite products and solutions for demanding applications. Exel Composites provides superior customer experience through continuous innovation, world-class operations and long-term partnerships. The core of the operations is based on own, internally developed composite technology, product range based on it and strong market position in selected segments with a strong quality and brand image. Profitable growth is pursued by a relentless search for new applications and development in co-operation with customers. The personnel’s expertise and high level of technology play a major role in Exel Composites’ operations. Exel Composites Plc share is listed in Nasdaq Helsinki Ltd.