LONDON, UK: Spectris plc has confirmed that it is in discussions with Oxford Instruments regarding a potential acquisition of the entire issued and to be issued share capital of Oxford Instruments at the possible offer of £31 per Oxford Instruments share through a combination of cash and new Spectris shares, comprising £19.50 in cash; and £11.50 in new Spectris shares.
Andrew Heath, Chief Executive of Spectris, said Spectris had been significantly strengthened in recent years through progress against the Strategy for Profitable Growth, delivering a more focused, profitable business supported by a strong balance sheet.
“Our recent financial results demonstrated continued strong organic growth, expanding margins, and a healthy order book. Following a series of successful divestments under this strategy, we have been actively exploring opportunities to re-invest in acquisitions that have a strong strategic, financial and cultural alignment to our business and that will enhance and accelerate our growth opportunities.
A combination of Spectris and Oxford Instruments would bring together two highly complementary businesses and create a leading global player in precision measurement. Oxford Instruments’ highly attractive, differentiated technologies are leaders in their fields and, combined with our own, will deliver a significantly enhanced value proposition for customers.
The Spectris Board believes that a combination of our businesses will deliver a stronger future for both companies as a UK champion in the high technology instrumentation sector, and create immediate and long-term value for shareholders.”
The Board of Spectris believes the Possible Offer has strong strategic and financial rationale, in line with its previously communicated strategy, and is a highly compelling opportunity, establishing a UK champion in the high-technology instrumentation sector:
· creating immediate and long-term value for both sets of shareholders;
· providing immediate and material earnings enhancement, including double-digit earnings accretion by the end of the second full year post acquisition and exceeding our cost of capital by the third full year of ownership;
· enabling the combined group to strengthen its position in attractive end-markets exposed to favourable long-term growth trends and strong industry fundamentals, in particular, the end-markets of Semiconductors, Advanced Materials, Life Sciences, Pharmaceuticals and Academia;
· combining two highly complementary businesses which will create a more comprehensive and compelling offering, delivering enhanced value for customers through a combined portfolio of sensors, measurement techniques, software and data, and adding value to workflows in materials, research, science and engineering;
· generating significant cross-selling opportunities through a combined portfolio of high-quality metrology equipment with strong brands and market propositions, materially enhancing growth opportunities;
· unlocking significant synergies; and
· maintaining a strong and efficient balance sheet.
Spectris plc is a supplier of precision instrumentation and controls. It is listed on the London Stock Exchange and is a constituent of the FTSE 250 Index.
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