LogiCamms Completes Acquisition of HSE & PE
29 August 2009
LogiCamms Limited (ASX:LCM) (LogiCamms) is pleased to advise it has completed its acquisition of leading Australian Process Engineering firm, Process Essentials Pty Ltd (Process Essentials), in accordance with the terms and conditions of the acquisition agreement announced on 8 July 2009.
Process Essentials specialises in the delivery of Process Engineering and EPC solutions to the Resources, Energy and Food sectors in Australia and Asia. Based in Brisbane the firm has 16 staff and annual revenues of approximately $4m. The merger of Process Essentials team into LogiCamms will allow our Company to provide a more comprehensive solution to our clients giving us access to projects earlier in their lifecycle and providing us access to larger, longer term projects.
In consideration for 100% of the issued share capital of HSE Holdings Pty Ltd, Process Essentials’ holding company, LogiCamms has issued 4,304,688 ordinary shares and paid $1.8m to the former shareholders of HSE Holdings Pty Ltd. The purchase price includes net assets of $0.6m. The number of shares issued to the vendors equates to 11.9% of LogiCamms existing issued capital. The vendors have agreed with LogiCamms to voluntarily escrow their LogiCamms shares for a period of six months.
The key executives of HSE Holdings Pty Ltd and Process Essentials will be retained on employment contracts with LogiCamms for a minimum term of three years (subject to usual termination provisions). The employment contracts contain non-compete provisions.
It has also been agreed that an appropriate options package will be issued to employees of Process Essentials pursuant to LogiCamms’ Executives and Employees Share Option Plan and consistent with previous transactions.
LogiCamms’ Managing Director, Mr Adam Keats commented, “We are very pleased to have successfully concluded this transaction and look forward to providing more comprehensive engineering solutions for our clients.
Process Essentials’ Managing Director, Jason Hepburn commented, “The capability and capacity to enhance our delivery of outstanding customer solutions has been a major driver towards the acquisition/merger. LogiCamms are a world class engineering solution provider and the added growth prospects with the merger/acquisition are significant and we look forward with excitement to work with Logicamms to realise these opportunities”.
Mr Hepburn will continue to act as a director of HSE Holdings Pty Ltd and Process Essentials.