Stock Exchange & Press Releases 2006

 

 

Elektrobit Group Plc. and Anite Group plc ("Anite") have signed a Share Purchase Agreement on November 2, 2006, under the terms of which Elektrobit agrees to sell its Network Test Business to Anite (the "Transaction"). The Transaction comprises the entire issued share capital of Elektrobit's subsidiaries Nemo Technologies Ltd and Elektrobit Group Pte. Ltd. and certain other related assets. The Network Test Business develops, produces and sells a range of software-based testing solutions for the measurement and analysis of the quality of the air interface between mobile terminals and the radio access infrastructure. The Network Test Business is part of Elektrobit's Test and Automation Business Segment and employs 39 people in Finland and 22 people abroad, mainly in the USA and Asia.  

 

The cash consideration payable to Elektrobit by Anite as a result of the Transaction is EUR 85 million, subject to a post completion adjustment based upon the level of net assets in the Network Test Business at closing. In addition to the aforementioned purchase price, an additional amount, capped at EUR 12 million, is payable in cash upon the achievement of certain financial performance targets for the Network Test Business between January 1st and December 31st  2007.

 

The closing of the Transaction requires the fulfilment of customary closing conditions and the approval of Anite's shareholders at an Extraordinary General Meeting of Anite planned to be held on or around November 27th 2006 at which shareholders will vote upon the Transaction. If the said conditions are met, the transaction will be closed on approximately November 30, 2006, and by the end of the year at the latest.

 

The revenue and the operating profit of the Network Test Business Unit for three years ended 31st December 2005, are summarized below:                                                         

 

"As defined in our new strategy, we strive to make the separately developed businesses stronger and more competitive. We wanted to hand over the Network Test Business to a company that is committed to develop it in the long run; Anite was the counterparty which best met our requirements", said Dr. J.T. Bergqvist, the Chairman of the Elektrobit Board of Directors.

 

"We believe that our deal with Anite is a very good solution for the future of the Network Test Business. This further strengthens our strong balance sheet and gives us a good position from which to invest in our core businesses", said Elektrobit's CEO, Pertti Korhonen.

 

Commenting on the acquisition, Steve Rowley, Anite's Chief Executive said: "The transformation of Anite continues with the acquisition of Elektrobit's Network Test Business. It builds on our already strong global position in wireless testing and firmly puts Telecoms at the heart of the Company."

 

Elektrobit gives optional guidance for 2006 as follows:

 

1. Guidance, going concern i.e. without the sale of the Network Test business is the same as that given on November 1, 2006

 

Mainly due to reduced mobile phone test equipment sales in the Production Solutions Business Unit that also suffered from considerable price erosion, the company now estimates the net sales for 2006 to remain on the same level as in 2005 or slightly below. For the same reason, the whole-year operating profit is expected to be less than one third of the operating profit level of 2005.

 

2. Guidance with the sale of the Network Test business

 

The company estimates the net sales without Network Test business for 2006 to be between EUR 180-190 million and the whole-year operating profit to be slightly negative.

 

The closing of the sale of the Network Test business would increase the net profit for the fourth quarter of 2006 non-recurrently by approximately EUR 70 million.

 

 

In Oulunsalo, November 3, 2006

 

Elektrobit Group Plc.

Board of Directors

 

Further Information:

 

Pertti Korhonen

CEO

Elektrobit Group Plc.

Tel. +358 40 344 3889

 

 

Dr. J.T. Bergqvist

Chairman of the Board of Directors

Elektrobit Group Plc.

Tel. +358 40 505 6626

 

 

Distribution:

The Helsinki Stock Exchange

Main media offices

 

 

Elektrobit's goal is to become a world leading embedded software and hardware provider in selected areas in wireless and automotive environments. Besides R&D services, Elektrobit's product portfolio covers 3G smartphone platform, IP radio base station modules, in-car software, and testing, material handling and process automation equipment for the electronics industry and teleoperators. Elektrobit employs some 2,000 professionals in 15 countries. The net sales for the year 2005 totalled MEur 212.5. Elektrobit Group Plc. is listed on the Helsinki Stock Exchange. www.elektrobit.com

 

Anite is an international IT company whose primary business is the provision of business critical solutions based on its deep sector knowledge of the telecoms, public sector, and travel markets. These solutions almost always include at their core the supply of Anite-owned software products. The Group offers a comprehensive service to its customers, including implementation, systems integration, maintenance and managed services.

 

Headquartered in the UK, the Group now employs around 1,300 staff in ten countries across Europe, America, and Asia Pacific.