Halma plc
17 December 2015
ACQUISITION OF VISIOMETRICS
Halma, the leading safety, health and environmental technology group, announces that it has acquired Visiometrics, S.L., located outside Barcelona, Spain and Visual Performance Diagnostics, Inc., located in Aliso Viejo, California, USA (together referred to as "Visiometrics") from private shareholders and Atlas Capital.
Visiometrics is a fast growing business that designs, manufactures and markets ophthalmic diagnostic instruments. Its products are used to measure objectively a person's visual acuity. This measurement can be used to determine the various elements of the eye that affect visual acuity, such as the very early stages of cataract formation.
The objective measurement method allows a doctor to select, plan and monitor the appropriate treatment for each patient. They are also able to demonstrate to the patient their specific need and the likely outcome before, during and after treatment. All current commercial measures of visual acuity are subjective and require input from the patient and/or judgement from the doctor to determine the appropriate course of action.
Unaudited current year revenue for the 9 months to September 2015 is €3.4 million (£2.5 million) and profit before interest and tax for the same period is €1.2 million (£0.9 million).
The agreed cash consideration comprises three elements: €18 million (£13.1 million) to be paid at closing; deferred contingent consideration up to €69 million (£50.4 million) paid based on the profit performance of Visiometrics over the next three years; and deferred contingent consideration up to €40 million (£29.2 million) paid in royalties over the next five years (see note 1) with a maximum total consideration of €125 million (£91.2 million). The acquisition is expected to be earnings enhancing within the first year of ownership and was funded from Halma's existing cash and debt facilities.
Visiometrics will become part of Halma's Medical sector, which includes devices used to assess eye health, assist with eye surgery and primary care applications. The Visiometrics CEO and management team will continue to operate the business out of its current locations.
Andrew Williams, Halma's Chief Executive, commented:
"Visiometrics is an exciting addition to Halma's Medical sector. We believe that their new technology has great potential to become a standard of care in the field of ophthalmic diagnosis, where Halma already has a strong global presence. We will be working closely with their management team to achieve their ambitious growth objectives. Visiometrics is already planning to release a new objective tear film assessment methodology in 2016 and has a strong pipeline of further enhancements for objectively assessing visual acuity."
For further information please contact:
Halma plc
Tel: +44 (0) 1494 721111
Andrew Williams, Chief Executive
Kevin Thompson, Finance Director
MHP Communications
Tel: +44 (0) 20 3128 8100
Rachel Hirst/Andrew Jaques
Notes
1. The royalty consideration is based on a proportion of the gross margin generated from an existing large OEM contract. The remaining deferred consideration will be based on the profit growth of the Visiometrics business after excluding the costs and contribution related to the OEM contract on which the royalty consideration is paid.
2. Halma buys successful businesses in safety, health and environmental markets and helps them grow further through investment targeted towards increasing innovation, management development and international expansion. In the past 10 years Halma has spent over £550 million acquiring more than 30 businesses with deal sizes ranging from £1 million up to £100 million.
3. This statement is not intended to constitute a profit forecast for the current financial period or for any future period. In addition, this statement should not be taken to mean that the earnings per share of Halma will necessarily match or exceed the historic reported earnings per share of Halma.
4. Euro values were translated at a rate of €1.37: £1.
