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IMDEX LIMITED — M&A Activity 2010
Dec 16, 2010
65119_rns_2010-12-16_3ce19043-7273-464f-ab36-7d67b62c8d97.pdf
M&A Activity
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17 December 2010
Company Announcements Office ASX Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2001
Dear Sir/Madam
Proposed acquisition of Mud-Data
Please find attached an announcement by the Company relating to the proposed acquisition of Mud Data gmbH and Mud-Data-Rom S.R.L. (Mud-Data).
Yours faithfully Imdex Limited
Paul Evans Company Secretary
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17 December, 2010
ASX and Media Announcement
Proposed acquisition of Mud-Data
Imdex Limited (ASX: IMD) today announced a key strategic initiative to drive further growth in the business with the proposed acquisition of Mud-Data gmbH and Mud-Data-Rom S.R.L. (MudData), a drilling fluids and chemicals and equipment supplier primarily based in Germany.
Imdex has executed a Heads of Agreement to acquire Mud-Data, with the acquisition subject to due diligence and formal documentation.
Imdex Managing Director, Bernie Ridgeway said that this transaction provided attractive growth opportunities for Imdex and is consistent with Imdex’s global growth strategy in drilling fluids, chemicals and equipment.
Mud-Data was established in 1999 by Herman Blazer and focuses on the design, manufacture and sale of a range of equipment relating to drilling fluid systems and accessories. The Company also supplies drilling fluids and chemicals and engineering, primarily to the oil & gas and geothermal industries.
Mud-Data’s range of state of the art equipment includes recycling technology, mud mixing equipment, solids control equipment (including centrifuges and flocking units), shale shakers, mud plants and storage solutions, centrifugal pumps and degasser systems.
Mud-Data’s focus has traditionally been on the German market. This market provides very attractive growth opportunities given the German Government’s policy towards developing deep geothermal energy as a climate-friendly and cost-effective means of generating electricity.
Mud-Data has been awarded a contract for the supply of drilling fluids and equipment relating to the drilling of 40 wells (6,700m per well) in northern Germany. This contract is due to commence in June 2011, with an estimated total value of around €90 million over a 4-5 year period. The contract has an option over another 80 wells (2 x 40 wells) in the second and third stages.
This contract also provides an immediate market for Imdex subsidiary AMC’s recently developed HTHP range of drilling fluid products and mud systems.
In addition to the above project, Mud-Data has submitted a tender on a Weatherford project in Spain in relation to 4 wells for CO2 storage. Mud-Data will supply mud services and solids control to Weatherford, for which the final approval is expected in the coming days.
An additional benefit to Imdex of the proposed acquisition of Mud-Data is access to Mud-Data’s solids control technology and related intellectual property. Following the acquisition of Mud-Data it is likely that the AMC range of solids control units will be manufactured in Germany and assembled in the major mining regions of Asia/Pacific, Africa, Canada and Latin America.
The acquisition of Mud-Data is attractive given:
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It provides excellent growth opportunities and is consistent with Imdex’s global growth strategy;
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It is complementary to the current Imdex drilling fluids & chemicals business;
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Imdex will further its strategy of becoming a substantial global provider of oil & gas, geothermal and civil industries technologies and services;
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It establishes a more substantial base for Imdex in the European region and the Middle East;
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Through Mud-Data’s extensive intellectual property and equipment portfolio, it provides an additional revenue stream from the oil & gas industry globally and local geothermal industry in Germany and neighboring countries;
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It provides a quality, cost effective design and manufacturing base for AMC’s solids control technology; and
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It is reasonably priced in relation to future earnings.
Imdex has agreed to pay Mr Blazer €3.5 million (€2.5 million in cash and €1 million in Imdex shares, escrowed for 2 years, at a price equal to the closing volume weighted average price in the 10 trading days leading up to completion) as consideration for the acquisition of Mud-Data. In addition, Mr Blazer will be entitled to 10% of the consolidated net profit of Mud-Data gmbH and Mud-Data-Rom S.R.L. in the financial years 2011-2015, inclusive.
A further €1.5 million is payable in cash in the event that the current contract for 40 wells is extended to include a further 40 wells.
Mud-Data is expected to generate €9.7 million in revenue and €1.7 million EBIT in FY11 with the first significant impact from new contracts being seen in FY12 where revenue and EBIT are expected to increase to €22.0 million and €4.7 million respectively with further increases expected in FY13 and beyond.
This acquisition will add to and extend the existing operations of Imdex in Germany.
Mr Ridgeway said, “The acquisition of Mud-Data is attractive and consistent with Imdex’s global growth strategy and focus on leading technologies. This acquisition will further progress Imdex’s goal of becoming a significant drilling fluids, chemicals and equipment supplier to the mining, oil & gas, geothermal and civil industries in Europe and a leading provider of solids control equipment globally.”
About Imdex
Imdex is a Perth based public company listed on the Australian Securities Exchange, whose core business is the supply of drilling fluids and chemicals and down hole instrumentation in Australia and internationally to the oil & gas, mining, water well, horizontal directional drilling and civil industries
For further information, please contact: Bernie Ridgeway , Managing Director; Paul Evans , Chief Financial Officer and Company Secretary +61 (0)8 9445 4010
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