4imprint Group plc (“4imprint” or the “Group”) announces today that it has entered into a conditional agreement to sell Brand Addition Limited (together with its subsidiaries) and Kreyer Promotion Service GmbH (together “Brand Addition”) to H.I.G. Milan UK Bidco Limited and B270 Vermögensverwaltung GmbH (the “Purchasers”) respectively (the “Sale”). The Purchasers are newly incorporated companies controlled by H.I.G. Europe Capital Partners LP, an affiliate of H.I.G. Capital LLC, a leading global private equity investment firm.
The aggregate consideration for the Sale is £24million (on a cash and debt free basis, and with a normalised level of working capital). £22.75 million of the consideration is payable in cash immediately upon completion of the Sale. £1.25 million of the consideration will be deferred and is payable in cash 12 months after the date of completion. There are no conditions attached to this deferred payment and it is unconditionally guaranteed under an irrevocable letter of credit provided by the Bank of Montreal. The consideration is subject to post completion adjustments relating to the amounts of debt, cash and working capital in Brand Addition at completion.
Brand Addition supplies promotional merchandise to medium and large businesses based in the UK and Europe, predominantly through relationships with customers who outsource the management of their promotional merchandise requirements. Christopher Lee, the Divisional CEO of Brand Addition, and Claire Thomson, the Divisional Finance Director of Brand Addition, are considered by the Board of 4imprint to be key individuals important to the business of Brand Addition.
For the 12 months ended 31 December 2011, unaudited Brand Addition total revenue was £65 million. For the six months ended 2 July 2011, the unaudited Brand Addition total revenue was £28.51 million and unaudited operating profit was £2.04 million. At 2 July 2011, the Brand Addition unaudited net assets were £13.03 million and unaudited gross assets were £22.95 million.
The proposed Sale constitutes a Class 1 transaction under the Listing Rules of the UK Listing Authority. Accordingly, completion is conditional upon, amongst other things, the approval of 4imprint shareholders. A circular outlining the terms of the Sale, including a Notice of General Meeting, will be sent to shareholders shortly. The Sale is also conditional upon competition clearances being received in Germany and Austria.
The Sale is consistent with 4imprint’s strategy of focusing its resources on continued organic growth in the 4imprint Direct Marketing business. 4imprint will realise net proceeds of approximately £22 million as a result of the Sale. £12 million of the proceeds will be used to reduce the risk of the UK defined benefit pension scheme, in a manner to be agreed between 4imprint and the Trustee of the pension scheme. The balance of £10 million will be retained by the Group for its general corporate purposes, including the reduction of the Group’s borrowing requirements and potential further reduction of the pension scheme risk.
4imprint Group plc intends to announce its final results for the year ended 31 December 2011 on 7 March 2012.