Morgan Crucible Company plc (ticker: MGCR.L, exchange: London Stock Exchange (.L))
News Release -
Morgan Crucible Company plc ("Morgan Crucible") Acquires a 49% Stake in NP Aerospace
1st August 2007
Morgan Crucible is pleased to announce that it has acquired a 49% equity stake in NP Aerospace from the Carlyle Group and from management. The transaction values NP Aerospace at £71m including fees and is expected to be immediately earnings enhancing for Morgan Crucible.
NP Aerospace is a composite technical moulding business that develops, manufactures and markets ballistic and non-ballistic products in the defence and civil sectors. It is based in Coventry, UK with 200 employees and has a strong position in the UK with the Ministry of Defence. NP Aerospace has a high degree of experience and expertise in vehicle armour and enjoys unique areas of application know-how in products such as military helmets and blast protection suits.
Management will initially retain a 51% equity stake and a phased process is in place for Morgan Crucible to acquire a further 21% of the equity after three years and move to full ownership in the three years thereafter. The initial 49% equity stake values NP Aerospace at 6.5 times 2006 EBITDA. The consideration payable for the future equity purchases will be based on 7.25 times the EBITDA of the company for the calendar year preceding the date of each purchase.
Mark Robertshaw, Chief Executive Officer of Morgan Crucible, said:
"I am delighted to welcome NP Aerospace to the Group. This acquisition supports our strategy of finding businesses that will enhance our existing core product ranges. NP Aerospace will supplement our strong materials capability and significant geographic reach. Its committed team with their unique knowledge will play a vital role in developing and expanding our presence within the defence market".
Mark Lejman, Director of Morgan Crucible and head of Morgan Crucible Armour said; "This transaction with NP, coming on the back of investments in ceramic materials technology, further strengthens Morgan Crucible's commitment in the UK to finding innovative solutions for ballistic protection in the field of both body armour and vehicle armour."
Notes for Class 2 purposes:
The initial investment from Morgan Crucible will be £41.0 million structured as £36m in a shareholder loan paying 10% per annum, £4.5m in preference shares yielding 8% per annum, and £0.5m for ordinary equity. NP Aerospace management are also contributing £4.5m in preference shares and £0.5m of ordinary equity.
In 2006 NP Aerospace revenues were £46.0 million and EBITDA £11.0 million, a margin of 23.7%. Profit before tax for 2006 was £5.4m. As at 31st December 2006 NP Aerospace had gross assets of £39.8 million.
(All the above numbers are quoted from statutory accounts based on UK GAAP)