|By Marketwired .||
|June 26, 2014 07:30 AM EDT||
MONTREAL, QUEBEC -- (Marketwired) -- 06/26/14 -- Lumenpulse Inc. (TSX:LMP), a leading manufacturer of high performance, specification-grade LED lighting solutions, announced today that it has signed a definitive agreement to acquire substantially all of the assets of Projection Lighting Limited ("Projection"), a UK-based manufacturer of LED solutions for retail, display and architectural applications. Founded in 1991, Projection is a privately owned company headquartered in Manchester, UK, operating under the name AlphaLED. The company's strong position in the UK was recognized in 2013 with a Lux Award for Manufacturer of the Year.
The transaction will allow Lumenpulse to expand its addressable market with a wide variety of complementary LED solutions; and accelerate its expansion into new geographical markets served by Projection.
"We are pleased to join forces with a reputable player in the LED lighting industry," said Francois-Xavier Souvay, President and CEO of Lumenpulse. "We were drawn to well-designed, versatile and high-performance products, which are in line with the Lumenpulse philosophy. We will also welcome an experienced management team with deep industry knowledge," he said.
"Combining strengths will create added momentum for growth," said Gary Heald, Founder and CEO of Projection. "By expanding our products into each other's channels and markets, there is great potential for revenue enhancement synergies. For Lumenpulse, it opens new doors in the retail, hospitality and museum markets, while Projection's products have the possibility to integrate Lumenpulse's proprietary and patented technologies, and access North American channels," he said.
The definitive agreement provides for a total cash consideration of $30.4 million (GBP 16.6 million), including working capital of $5.3 million (GBP 2.9 million), subject to customary post-closing adjustments. The consideration will be paid using Lumenpulse's available cash on hand. The transaction is expected to close on or about July 1, 2014, subject to customary closing conditions.
During the twelve month period ended April 30, 2014, Projection generated revenues of $20.6 million (GBP 11.3 million) and EBITDA of $4.3 million (GBP 2.3 million). The acquisition is expected to be immediately accretive notwithstanding the investments to be made to integrate Lumenpulse's technologies into Projection's products, obtain necessary North American compliance certification and deploy the required sales force and sales support to promote Projection's products.
As a result of the transaction, approximately 50 new employees will join Lumenpulse. As part of their new remuneration package, Lumenpulse will grant restricted stock units ("RSUs") having an aggregate value of approximately $1.8 million (GBP 1 million) to certain key employees. The RSUs will vest over a three-year period.
Gary Heald, President and CEO of Projection, will serve in an advisory role following completion of the transaction.
Lumenpulse has scheduled a conference call to discuss the acquisition on Thursday, June 26, 2014, beginning at 11:00 A.M. (ET), 4:00 P.M. UK time. This conference call will be broadcast live on the Internet at the following link: Listen to webcast. A slideshow presentation intended for real-time viewing with the conference call will also be available. Alternatively, investors may join by dialing in North America: 1-844-825-4409. Participants in the UK may join by dialing: 0800 028 8438 (or 0203 107 0289 in London). Conference ID for all participants is: 64549808. This webcast will be archived at www.lumenpulse.com/en/investors.
This press release makes reference to EBITDA, a non-IFRS measure. EBITDA is not a recognized measure under IFRS, does not have a standardized meaning prescribed by IFRS and is therefore unlikely to be comparable to similar measures presented by other companies. This measure is provided to illustrate the potential impact of the acquisition on the operating performance of Lumenpulse. EBITDA is defined as earnings before interest and other financing costs, income taxes, depreciation and amortization.
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Such forward-looking information includes, but is not limited to, information with respect to our objectives and the strategies to achieve these objectives, as well as information with respect to our beliefs, plans, expectations, anticipations, estimates and intentions. This forward-looking information is identified by the use of terms and phrases such as "may", "would", "should", "could", "expect", "intend", "estimate", "anticipate", "plan", "foresee", "believe", or "continue", the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. Without limiting the generality of the foregoing, statements with respect to Projection's future revenues and EBITDA and to potential benefits and synergies resulting from the transaction constitute forward-looking information. Forward-looking information is based upon a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the failure to satisfy closing conditions or to complete the proposed transaction for any other reason, the failure to achieve the anticipated benefits and synergies from the transaction, and the risk factors identified in the Company's annual information form filed with the Canadian securities regulatory authorities, which is available on the SEDAR website at www.sedar.com. There can be no assurance that such information will prove to be accurate, and readers are cautioned not to place undue reliance on this forward-looking information. Forward-Looking information is provided for the purposes of assisting the reader in understanding the rationale for, and management's objectives with respect to, the transaction and to help investors measure progress towards management's objectives and the reader is cautioned that such statements may not be appropriate for other purposes. We do not undertake to update or amend such forward-looking information, except as may be required by applicable law.
About Lumenpulse Inc.
Founded in 2006, Lumenpulse designs, develops, manufactures and sells a wide range of high performance and sustainable specification-grade LED lighting solutions for commercial, institutional and urban environments. Lumenpulse is the leading pure-play specification-grade LED lighting solutions provider and has earned many awards and recognitions, including several Product Innovation Awards (PIA), three Next Generation Luminaires Design Awards, a Red Dot Product Design Award and a Lightfair Innovation Award. Lumenpulse has more than 225 employees worldwide, with corporate headquarters in Montreal, Canada, and offices in Boston, Massachusetts and London, UK. Lumenpulse is listed on the Toronto Stock Exchange under the symbol LMP.