Judges Scientific plc has acquired Dia-Stron Limited
Judges Scientific, a group involved in the buy and build of vbusinesses, announces that it has today acquired 100% of the issued share capital of Dia-Stron Limited, an instrument maker based in Andover, Hampshire. Dia-Stron designs and manufactures systems to test the mechanical properties of fibres (the "Acquisition"). The Board expects the Acquisition to be immediately earnings enhancing.
The purchase price of Dia-Stron amounted to £2.75 million in cash. An additional payment will be made to reflect any excess working capital over and above the ongoing requirements of the business. The Board expects such payment to be covered by the cash inherited at the completion date.
Information on Dia-Stron
Dia-Stron specialises in the design and manufacture of systems to test the mechanical properties of fibres, primarily in relation to tensile strength. The company is a market leader in testing natural hair fibres and approximately 75 per cent of revenues are derived from the hair care industry, including large multi-national groups. The balance of sales is comprised of industrial fibres, skin-testing instruments and contract testing for third parties. The automation built into the company's systems provides significant efficiency savings for customers.
All of Dia-Stron's products are designed by the company, manufactured in Hampshire and sold worldwide to end users directly, through agents or through the company's US office ("Dia-Stron US"). The company's contract testing activities have, historically, been conducted in the US by Mar-Tech Contract Services Inc., a related company ("Mar-Tech); these activities, along with certain assets of Dia-Stron US, were transferred to Dia-Stron in the UK prior to completion of the Acquisition.
Dia-Stron was established in 1987 by Dr Nigel Winsey (Managing Director), Mrs Lynn Winsey (Finance Director and Company Secretary), Dr Steve Bucknell (Technical Director) and Mrs Tessa Bucknell (shareholder). Dr Winsey will continue as Managing Director until the end of the year to facilitate a smooth transition and Dr Bucknell will remain with the company as Technical Director.
Dia-Stron's stand-alone accounts for the financial year to 31 March 2015 show revenues of £1.48 million and pre-tax profits of £0.59 million. Net tangible assets amounted to £0.81 million, including cash of £0.55 million. These accounts do not include the assets or profits of Dia-Stron US and Mar-Tech which were acquired by Dia-Stron prior to completion of the Acquisition and are not material in the context of the transaction.
Dia-Stron's operating profits for the 12-month period ended 30 August 2015, adjusted (i) to include the profit contribution of Dia-Stron US and an estimate of the recurring annual profit of Mar-Tech and (ii) to eliminate non-recurring items and to reflect Dia-Stron's ongoing cost base within Judges, would have totalled £0.66 million on sales of £1.67 million. Dia-Stron owns a long leasehold property valued at £0.14 million.
Financing of the Acquisition
The Acquisition and associated transaction costs are being financed from Judges' existing cash resources.
The Board believes that Dia-Stron is an attractive and highly innovative business which enjoys a strong position in its worldwide niche market and an excellent reputation for quality and service.
Alex Hambro, Chairman of Judges, commented:
"Dia-Stron is an excellent company which has developed a first class reputation in its niche market and can be expected to have a positive and immediate impact on the Group's financial performance. We are delighted to welcome Nigel, Steve and their colleagues to Judges' management team."