Elanders makes strategic acquisitions in Germany in e-commerce and web-to-business
(Thomson Reuters ONE) -
Elanders has signed an agreement to acquire the German fotokasten GmbH
("fotokasten") and d|o|m Deutsche Online Medien GmbH ("d|o|m"). Through the
acquisitions Elanders continues to expand internationally and gets access to the
latest technology in e-commerce solutions and web-to-business. The acquisitions
are in line with Elanders' strategy to grow in these segments and also broaden
its offer and customer base.
* Together fotokasten and d|o|m had net sales in the fiscal year 2010/2011 of
approximately MSEK 150 with an operating margin of some 10 %. The companies
are expected to contribute positively to the Elanders Group net sales and
profits already in 2012.
* The companies will be acquired through a preferential new share issue of
3.2 million class B shares in Elanders AB. A smaller additional purchase
price may also be paid.
* Elanders' principal owner, Carl Bennet AB, will give the sellers of
fotokasten and d|o|m a put option to sell the above mentioned shares to Carl
Bennet AB. The redemption price is set between SEK 25 and 35 depending on
the financial development of the acquired companies in 2012 and 2013. The
put option will be issued by Carl Bennet AB independent of Elanders and
without any contractual arrangements between Carl Bennet AB and Elanders.
* The acquisitions are dependent on approval of issuing compensation shares by
a general shareholders meeting in Elanders AB and obtaining the required
approvals from the German Competition Authority.
* Resolution proposals regarding the acquisitions will be presented to the
Elanders annual general meeting on 3 May 2012.
* The acquisitions are expected to be finalized in the second quarter of 2012.
In line with Elanders' strategy to grow in the segment web-to-business Elanders
is acquiring all the shares in the German companies fotokasten GmbH and dlolm
Deutsche Online Medien GmbH. fotokasten is a strong and well known brand on the
growing German market in personalized consumer photo products such as photo
books and calendars. d|o|m develops technical solutions for digital photo and
print services. Together the two companies had net sales in the fiscal year
2010/2011 of approximately MSEK 150 with an operating margin of some 10 %.
Together they have 35 employees.
These acquisitions are part of Elanders' continuous investment in innovation.
d|o|m will provide Elanders with the latest technology in e-commerce solutions
and fotokasten will expand Elanders' offer within web-to-business and
personalized photo products. At the same time they open the door to the consumer
market where fotokasten uses the technical solutions in d|o|m to serve hundreds
of thousands of consumers.
"The acquisitions give Elanders access to extensive experience in technology
development and expertise in the consumer market. In addition, fotokasten and
d|o|m bring us around 400,000 recurring customers. Their know-how and technology
platform in combination with Elanders' global presence will make it possible for
us to expand into other markets and parts of the world" says Magnus Nilsson,
President and CEO of Elanders.
Elanders has worked closely with fotokasten and d|o|m for several years and
handles all their production and fulfillment of photo products and other printed
matter. In 2011 this amounted to sales of around MSEK 60. This cooperation has
been a part of making Elanders one of the most innovative and successful players
in personalized print in Germany. fotokasten and d|o|m will continue to operate
under their brand names although they will be a part of the Elanders Group.
fotokasten and d|o|m are expected to contribute positively to Group net sales
and profits already in 2012, even taking into consideration the net sales
Elanders currently has to these companies.
The companies will be acquired through a preferential new share issue of 3.2
million class B shares in Elanders AB. The sellers[1] are also entitled to an
additional cash purchase price of maximum MEUR 0.4 annually for two years under
the condition that fotokasten and d|o|m acheive a certain result. Based on the
final market price of the Elanders share on 9 March 2012, 3.2 million class B
shares correspond to approximately MSEK 72. The highest purchase for the two
acquired companies will therefore amount to MSEK 79 on a debt-free basis, but
this will be affected by changes in the market price of the Elanders share up to
the takeover date.
The acquisitions are dependent on approval of the issue of the shares by the
general shareholders' meeting in Elanders AB and obtaining the required
approvals from the German Competition Authority. Resolution proposals regarding
the new share issue will be presented to the Elanders annual general meeting on
3 May 2012. The new share issue, and thereby the acquisitions, are expected to
be finalized in the second quarter of 2012. As a result of the number of shares
to be issued a prospectus will be made public before trading in the new class B
shares begins.
Elanders AB (publ)
Magnus Nilsson
President and CEO
Phone +46 31 750 07 50
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[1] fotokasten and d|o|m have partially common owners. The companies are owned
directly and indirectly by a group of German private persons, most of whom
founded the companies. One of the owners of d|o|m is Peter Sommer who is also
employed by Elanders. Peter Sommer has not participated in discussions at
Elanders regarding the acquisitions and he only has the right to subscribe for
shares in the new issue of compensation shares in as much as he is one of the
owners of d|o|m.
Elanders AB is required to disclose the information provided herein pursuant to
the Securities Markets Act and/or the Financial Instruments Trading Act. The
information was submitted for publication at 8.30 a.m. on 12 March 2012.
Elanders makes strategic acquisitions in Germany:
http://hugin.info/1053/R/1592878/501079.pdf
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Source: Elanders AB via Thomson Reuters ONE
[HUG#1592878]
Unternehmensinformation / Kurzprofil:
Datum: 12.03.2012 - 08:31 Uhr
Sprache: Deutsch
News-ID 123595
Anzahl Zeichen: 7245
contact information:
Town:
Mölnlycke
Kategorie:
Business News
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