Sondex has made a cash offer to acquire Innicor a Canadian based designer, manufacturer and provider of downhole completions equipment to the oil & gas industry. The Company also announces that it is proposing to raise approximately £40 million (net of expenses) by way of a Firm Placing and a Placing & Open Offer.
- Recommended cash offer to acquire all of the outstanding common shares in
the capital of Innicor (the 'Offer') a company traded on the Toronto Stock
- The Offer, which has been unanimously recommended by the board of Innicor,
is being made on the basis of C$3.75 per Innicor Share, valuing the fully
diluted share capital of Innicor at approximately C$72.8 million (£34.7
million) and Sondex has received undertakings to accept the Offer from
holders of 51.1% of Innicor Shares.
- Innicor designs, manufactures and services subsurface equipment in the
work-over of oil & gas wells. Innicor is headquartered in Calgary, Alberta,
Canada and is listed on the Toronto Stock Exchange (Ticker: TSX: IST).
- The Directors believe the acquisition of Innicor is in line with Sondex's
stated strategy and is expected to bring opportunities for further expansion
both organically and via 'bolt on' acquisitions that can be high growth and
- The acquisition of Innicor is expected to be accretive to earnings per
share and cashflow of the Enlarged Group in the first full year following
completion of the acquisition of Innicor.
- The proposed acquisition of Innicor is subject to the approval of Sondex
Shareholders at the EGM.
- The Company proposes, subject inter alia to Shareholder approval, to raise
approximately £40 million (net of expenses) by the issue of 15,678,571 New
Ordinary Shares at 280 pence each by way of a Firm Placing and Placing &
- It is intended that the net proceeds of the Firm Placing and Placing &
Open Offer will be used to finance the acquisition of Innicor and the
further growth of the Group. Sondex has also arranged new facilities with
the Bank to fund the working capital requirements of the Enlarged Group.
- Market conditions have remained favourable as operators of oil & gas
fields continue to turn to sophisticated technologies and instruments, such
as those supplied by the Group, to optimize production from maturing oil &
- First half revenues continued to benefit from these conditions and are
expected to be over 50% higher than the same period last year.
- Gross margins remain consistent and the Group has continued to invest in
research and development.
- Recent acquisitions of AES and Bluestar are performing well.
Commenting on the acquisition of Innicor, Martin Perry, Chief Executive of
'Innicor is an innovative business with a highly regarded management team. We
believe that this is an exceptional fit with Sondex and are delighted to have
gained the Innicor Board's recommendation for our offer.
On finalisation of the acquisition, Innicor will form the basis for a new '
completions division' at Sondex adding to the range of products and services
offered to our international customer base.
The continued increases in revenues, both from strong organic growth and
successful acquisitions, positions Sondex well for its future development.'