Teleca sells Benima to ÅF
· Teleca has signed an agreement to sell Benima to ÅF · The purchase price for the debt-free company is SEK 525 million · The divestment is an important step in Teleca’s strategy of streamlining its business by focusing on mobile devices · Benima will form the basis of a newly formed division at ÅF and led by Benima’s current MD, Tore Helgeson
Teleca has signed an agreement with ÅF for the sale of the subsidiary Benima. The purchase price amounts to SEK 525 million in the form of SEK 400 million in cash and SEK 125 million in new shares in ÅF. The transaction is expected to result in substantial cost synergies for the ÅF group. Teleca has recently presented a strategy that focuses on mobile technology and reorganised itself into three new divisions: Teleca Mobile, Teleca Systems and Benima, with the intention of streamlining each division and finding new long-term ownership solutions for Benima and Teleca Systems. By selling Benima, Teleca is now taking an important step in fulfilling its strategy. “I believe there’s a large industrial rationale for this deal,” says Dan Olofsson, chairman of Teleca. “Benima’s prospects for continued advancement will improve within ÅF – an environment where the synergies with other business activities are considerably higher. The sale of Benima should be viewed in the same overall context as our recently announced acquisition of the Russian company Telma. Taken together these changes mean that Teleca will increase its earnings and growth at the same time as we increasingly focus on mobile technology and strengthen our financial position.” “It is with great satisfaction that we can present the acquisition of Benima” says Jonas Wiström, President of ÅF. “We have been competitors for a long time and have great respect for each other’s expertise. It is very exciting that we will now be working together. We will add advanced expertise in industrial IT and automation, which will strengthen the offering to our customers, at the same time as we will take a major step forward in implementing our long-term growth strategy.” “ÅF’s acquisition of Benima will increase our commercial opportunities because together with ÅF we’ll be able to strengthen our position as the leading technical consultant within industrial IT and automation. Benima has always respected ÅF as a competitor and industry colleague, and we’re looking forward to being able – together with ÅF’s complementary services, for example in the process industry – to provide additional productivity- and value-increasing services to our customers,” says Tore Helgeson, MD of Benima. The transaction Teleca and ÅF have agreed that Teleca will sell all of its shares in Benima to ÅF for a total payment of SEK 525 million. ÅF will pay a cash amount of SEK 400 million and 782,840 shares issued in kind. Based on the average last paid price over the ten trading days immediately preceding the signing of the transaction, SEK 159.675, the value of the newly issued shares totals SEK 125 million. The purchase price is based on Benima’s balance sheet as of December 31, 2005. Changes in Benima’s equity, during the period 1 January to 30 April, 2006, will adjust the purchase price. ÅF will consolidate Benima starting 1 May 2006. Teleca’s interest-bearing net debt, which on 31 March 2006 was SEK 320 million, will be reduced by SEK 400 million by the sale. In addition to this is Teleca’s holding in ÅF shares. As a result of the transaction, Teleca will record a capital gain of about SEK 285 million. For additional key figures see Appendix 1 ÅF anticipates being able to generate annual synergies of approximately SEK 20 million as of 2007 as a result of the acquisition of Benima. The synergies comprise mainly cost-savings relating to joint premises in a number of locations, reduced administrative costs and lower IT costs. The stronger market position is also expected to contribute to positive revenue synergies. It is anticipated that the acquisition will have a positive effect on ÅF’s earnings per share as early as 2006, excluding synergy effects. Benima Benima was founded in 1981 and is a leading technology consulting company in automation and industrial IT with about 500 employees at 32 offices in Sweden, Denmark, Finland and Norway. Benima’s sales in 2005 totalled SEK 496 million and operating earnings (EBIT) amounted to SEK 41 million. In the period January–March 2006, Benima had sales of SEK 128 million with operating earnings (EBIT) of SEK 17 million. Benima had 508 employees on 31 March 2006. Financial adviser HDR Partners is acting as the financial adviser for Teleca in this transaction. For more information please contact: Dag Sundström, CEO, Teleca AB, mobile: +46-705116458 Christian Luiga, CFO, Teleca AB, mobile: +46-703751604 Tore Helgeson, MD, Benima AB, mobile: +46-706504517 Teleca is a world-leading consulting company that develops and integrates advanced software and IT solutions. Teleca helps its customers shorten development times and use the most suitable technology more effectively. The company consists of about 3,500 experts based in 17 countries in Asia, Europe and North America. Teleca is quoted on the Stockholm Stock Exchange’s Attract 40 list. www.teleca.com Appendix 1 – Preliminary key figures pro forma Condensed consolidated balance sheet, SEK million 2006 2006 31 Mar pro forma after 31 Mar divestment Assets Goodwill 2,015.2 1,839.4 Capitalised development expenses 219.6 218.6 Other intangible assets 33.1 32.1 Tangible assets 112.9 104.9 Financial fixed assets 16.5 12.4 Other fixed assets 61.3 62.1 Current assets 1,014.2 890.3 Other interest bearing assets 0.7 0.7 Short-term investments, shares in ÅF – 125.0 Liquid funds 30.6 96.5 Total assets 3,504.0 3,382.0 Shareholders’ equity and liabilities Shareholders’ equity 1,978.5 2,257.9 Long-term liabilities, interest bearing 169.0 162.1 Long-term liabilities, non- interest bearing 65.1 63.8 Current liabilities, interest bearing 326.6 0.0 Current liabilities, non- interest bearing 964.9 898.2 Total shareholders’ equity and liabilities 3,504.0 3,382.0 Key data Teleca Group 2006 2006 31 Mar pro forma after 31 Mar divestment Working capital, SEK million 270* 213* Capital employed, SEK million 2,474 2,420 Tax losses carry forward, SEK million 312 312 Shareholders’ equity per share, SEK 31.72 36.20 Equity/assets ratio, % 56.5 66.8 Net debt/equity, % 16.2** -2.7** Current ratio 0.8 1.2 Interest bearing net debt, SEK million 320** -60** * Excluding short term non-interest bearing debt related to earn-out for Telma of SEK 221 million. ** Excluding long term interest bearing debt related to earn-out for Telma of SEK 141 million and shares in ÅF of –SEK 125 million.