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IPH LIMITED — Capital/Financing Update 2015
Oct 7, 2015
65137_rns_2015-10-07_99cbf60f-5644-484b-8b27-84da2b9f85bd.pdf
Capital/Financing Update
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ASX Announcement
8 October 2015
IPH acquires the business of Callinans Patent and Trade Mark Attorneys
IPH is pleased to announce that its subsidiary, Fisher Adams Kelly Pty Limited (FAK) has reached an agreement to acquire the assets of the Callinans Patent and Trade Mark Attorneys business (“Callinans”). Callinans is a long established patent and trade mark attorney firm based in Melbourne.
The combined firm, to be renamed Fisher Adams Kelly Callinans, will have a strong presence in the Brisbane and Melbourne markets.
The Callinans business is predominantly focussed on a corporate client base through its office in Melbourne.
Purchase consideration for the acquisition is $11.5m, including potential earn-out payments based on FY16 earnings, capped at $6m, plus the assumption of employee entitlements.
Commenting on the acquisition IPH’s Managing Director, David Griffith said “we are delighted to have reached an agreement for FAK to acquire Callinans and extend a warm welcome to the principals and staff.”
Key features of the acquisition are:
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Purchase consideration (including earn-out) of $11.5m, subject to final accounting adjustments, plus the assumption of employee entitlements.
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Earn-out capped at $6m based on a proportion of FY16 earnings from key clients compared to FY15.
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Initial consideration (of $5.5m) and first $4m of earn-out (if payable) to be settled 50% by the issue of new IPH shares, and 50% in cash. Last $2m of earn-out (if payable) to be settled in cash.
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IPH shares to be issued at a 10 day VWAP up to and including the date prior to the day of completion.
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All consideration and earn-out (if any) shares escrowed for 24 months from completion.
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EPS accretive (after acquisition costs and before synergies).
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Completion is expected by 30 October 2015.
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Acquisition is conditional on obtaining required consents and approvals from third parties and no material adverse change.
For more information, please contact:
David Griffith, Managing Director Malcolm Mitchell, Group Chief Financial Officer Ph: +61 2 9393 0301
IPH Limited | Level 35, 31 Market St Sydney, NSW 2000, Australia | www.iphltd.com.au
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About IPH Limited
IPH Limited (“IPH”, ASX:IPH), the holding company of Spruson & Ferguson, Practice Insight, Fisher Adams Kelly and Pizzeys, is the leading intellectual property (“IP”) services group in the Asia-Pacific region offering a wide range of IP services and products. These services are provided across Australia, New Zealand, Papua New Guinea, the Pacific Islands and Asia from offices in Sydney, Brisbane, Melbourne, Canberra, Singapore, Kuala Lumpur and supported by a representative office in Shanghai. The group comprises a multidisciplinary team of approximately 360 people, including some of the most highly regarded IP professionals in the Asia-Pacific region. The team services a diverse client base of Fortune Global 500 companies and other multinationals, public sector research organisations, foreign associates and local clients. IPH is the first IP services group to list on the Australian Stock Exchange.
IPH Limited | Level 35, 31 Market St Sydney, NSW 2000, Australia | www.iphltd.com.au
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