LONDON, UK: Judges Scientific’s subsidiary PE.Fiberoptics Ltd (PFO) has acquired 100% of the issued share capital of Luciol Instruments SA, a company manufacturing and selling instruments to measure optic fibre properties based in Mies, Vd, Switzerland.
The Board expects the acquisition to be immediately earnings enhancing.
The initial consideration for Luciol is CHF2 million in cash plus an earn-out payment due in 2024 (and/or 2025) equal to four times the average adjusted EBIT for the four years ended 31 December 2023 (or 2024 if higher) minus CHF2.0 million.
The total consideration, cash plus earn-out, is capped at CHF2.5 million, which would be achieved if adjusted average EBIT for either period exceeds CHF625,000.
An additional payment will be made to reflect any excess working capital over and above the ongoing requirements of the business, which the Board expects to be covered by the cash inherited at the completion date.
The consideration for the acquisition and associated transaction costs have been funded from the Group’s existing cash balances.
Alex Hambro, Chairman of Judges, said: “We are pleased to welcome Luciol, a solid and profitable company manufacturing quality products, to the Judges group. The Board believes that its interaction with PFO will be fruitful.”
Luciol Instruments SA specialises in the design and manufacture of instruments that characterize optical fibres using Optical Time-Domain Reflectometry (OTDR). This is a similar method to that used by PFO to test telecommunications fibres.
Luciol Instruments SA was established in 2008 by a team of three engineers, two of whom are still with Luciol and will remain employees until March 2025 to assist in the transition of the business. In each of the three years prior to 31 December 2022, Luciol generated adjusted profit of approximately CHF0.5m.
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