HMS Industrial Networks AB acquires eWON SA, Belgium
(Thomson Reuters ONE) -
HMS Industrial Networks AB, a wholly owned subsidiary of HMS Networks AB (publ),
has signed an agreement to acquire all of the shares of the Belgium-based
company eWON SA - a leading IIoT (Industrial Internet of Things) player and
provider of intelligent Internet-based remote access routers. The purchase price
amounts to EUR 30 million on a cash-free/debt-free basis, to be paid in a
combination of cash and shares in HMS Networks AB (publ).
About eWON and the transaction
eWON was founded in 2001 and is headquartered in Nivelles, Belgium. With
subsidiaries in the USA and Japan, eWON offers cutting edge communication
products and services for industrial applications such as for remote access to
programmable logic controllers (PLCs), data collection applications and cloud-
based routing software. eWON works with major manufacturers of PLC and
automation systems globally.
"We see great opportunities to further strengthen our business and technology
platform by gaining access to HMS's well-established development organization
and sales channels," says Serge Bassem, CEO and co-founder of eWON. "We are
excited to be joining HMS. Its knowledge in industrial communication will be a
great asset for our ongoing development projects and new technologies in
future," says Pierre Crokaert, CTO and co-founder.
"eWON's products are great complements to HMS's product range," says Staffan
Dahlström, CEO of HMS Networks AB. "Its strong position primarily in the market
for remote access to PLCs providing a secure "data tunnel" between a software
application and a remote machine will complement and reinforce HMS's existing
remote management offering in the form of Netbiter. eWON is world-leading when
it comes to PLC remote access and joining the two teams and operations will
create a strong market position and unique value proposition to our OEM partners
and worldwide customer universe."
With more than 15 years of experience, eWON is a fast-growing and leading player
in the market for intelligent Internet-based remote access routers. The company
employs 57 people of which 13 are product development engineers. eWON has a
world-wide sales network with distributors in 45 countries.
Terms and time schedule
The acquisition is expected to be completed on 5 February 2016 on which date 60
per cent of the shares in eWON will be acquired directly from the sellers -
Serge Bassem and Pierre Crokaert - and 40 per cent of the shares will be
acquired indirectly through the acquisition of all of the shares in FAR SPRL, a
Belgian limited liability company, whose only business activity is the holding
of shares in eWON, wholly owned by the sellers. The acquisition does not require
any regulatory clearances. eWON will be consolidated into the HMS Group as of 1
February 2016.
The acquisition will be financed through new credit facilities and the issuance
of new shares in HMS Networks AB (publ) to the sellers. The purchase price
amounts to EUR 30 million on a cash-free/debt-free basis, EUR 10 million of
which will be paid in 382 317 newly issued shares in HMS Networks AB (publ)
against payment of 431 shares in eWON. The share issue is made in accordance
with the authorization from the 2015 Annual General Meeting in HMS Networks AB
(publ) and subject to a lock-up period of 12 months after the closing date in
respect of one third of the new shares and 18 months after the closing date in
respect of the remaining two thirds of the new shares. The remaining part of the
purchase price will be paid in cash and adjusted for the net debt and working
capital position on closing. While Serge Bassem and Pierre Crokaert will
continue to lead eWON in their current roles, the two company founders will
through the transaction become also two of the top ten shareholders in HMS
Networks AB (publ) with an approximate holding of 1.63 % of all outstanding
shares each. The new share issue corresponds to a dilution of existing
shareholders of approximately 3.27 %.
Financial information
In 2014, eWON and its subsidiaries had net sales of EUR 12.3 million and EBITDA
of EUR 2.1 million. In 2015, based on eWON's preliminary accounts for 2015, eWON
had net sales of approximately EUR 15.3 million and EBITDA of approximately EUR
3.3 million.
The acquisition of eWON is expected to have an accretive effect on the earnings
per share in HMS Networks AB (publ) already in 2016 and onwards.
Acquisition rationale and future development
eWON's strong position on the European and US markets is expected to widen HMS's
customer base and to provide a stronger footprint on the market for remote
management of PLCs. The acquisition will strengthen HMS's existing Netbiter
position and create complementing sales channels. The additional engineering
resources and experience are important additions to HMS's current offering, and
eWON's world-wide distribution sales channels will give HMS access to a wider
market. In addition, HMS's experience within manufacturing and logistics will
provide opportunities for improved efficiency and sustained profitability in
eWON.
With this acquisition, HMS will become a market leader in providing remote
access and remote monitoring within the industrial communications market. The
acquisition gives HMS access to a successful distribution network in Europe and
North America and adds around 15 development engineers to HMS's total R&D
resources. The extended R&D resources are expected to increase flexibility
generating opportunities to develop new solutions in the area of remote
management.
HMS Networks AB (publ) will publish its Financial Report 2015 on 5 February
2016.
Ellestad/Strata Advisory is acting as financial advisor, Advokatfirman Lindahl
KB and Janson Baugniet are acting as legal counsel and EY is acting as financial
due diligence advisor to HMS. Deloitte Belgium is acting as financial advisor
and financial due diligence advisor, and LAGA is acting as legal counsel to the
sellers.
For more information, please contact:
Staffan Dahlström, CEO HMS, +46 709-17 29 01
Gunnar Högberg, CFO HMS, +46 709-17 29 95
This information is such that HMS Networks AB (publ) is required to disclose in
accordance with the Swedish Financial Instruments Trading Act and/or the Swedish
Securities Market Act. The information was submitted for publication at 08.30 am
CET on February 3, 2016.
HMS Networks AB (publ) is a market-leading supplier of products for industrial
communication including remote management. HMS develops and manufactures
solutions for connecting automation devices and systems to industrial networks
under the Anybus, IXXAT and Netbiter brands. Development and manufacturing take
place at the headquarters in Halmstad, Sweden and in Ravensburg, Germany. Local
sales and support are handled by sales offices in China, France, Germany,
Switzerland, India, Italy, Japan, UK, and USA. HMS employs more than 370 people
and reported sales of SEK 589 m in 2014. HMS is listed on the NASDAQ OMX Nordic
Exchange in Stockholm in the category Mid Cap, Information Technology.
Press Release (PDF):
http://hugin.info/138433/R/1983301/726794.pdf
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Source: HMS Networks AB via GlobeNewswire
[HUG#1983301]
Unternehmensinformation / Kurzprofil:
Datum: 03.02.2016 - 08:30 Uhr
Sprache: Deutsch
News-ID 448273
Anzahl Zeichen: 8455
contact information:
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