Elektrobit Oyj : ELEKTROBIT CORPORATION (EB) SELLS ITS TEST TOOLS PRODUCT BUSINESS TO ANITE PLC AND PROVIDES ADVANCE INFORMATION ON ITS FOURTH QUARTER AND FULL YEAR 2012 NET SALES AND OPERATING RESULTS STOCK EXCHANGE RELEASE Free for publication on January 28, 2013, at 9.00 am (CET+1) ELEKTROBIT CORPORATION (EB) SELLS ITS TEST TOOLS PRODUCT BUSINESS TO ANITE PLC AND PROVIDES ADVANCE INFORMATION ON ITS FOURTH QUARTER AND FULL YEAR 2012 NET SALES AND OPERATING RESULTS SALE OF THE TEST TOOLS PRODUCT BUSINESS Elektrobit Corporation ("EB") and Anite plc ("Anite") have signed an agreement on 28 of January 2013, under the terms of which EB agrees to sell its Test Tools product business to Anite ("the Transaction"). The Transaction comprises the sale of the shares of EB's subsidiary Elektrobit System Test Ltd., a company based in Oulu, Finland, and certain related other assets in the USA and China. EB's Test Tools product business provides radio channel emulation tools and testing solutions for the development of the wireless technologies and is a part of the EB's Wireless Business Segment employing a total of 54 persons in Finland, USA and China. The cash consideration payable to EB by Anite as a result of the Transaction is EUR 31.0 million on a cash and debt free basis, subject to a post completion adjustment based upon the level of net working capital and cash and debt in the Test Tools product business on January 31, 2013. The closing of the Transaction results in a non-recurring net profit of about EUR 23 million in the first quarter of 2013, and non-recurring net cash flow of about EUR 28 million, in the first half of 2013. The net assets of the Test Tools product business in January 31, 2013 are expected to be approximately EUR 5 million. In 2012 and 2011 the net sales and operating profit of the Test Tools product business were as follows: (MEUR) 2011 2012 Net sales 14.1 16.1 Operating profit (loss) 1.5 1.3 Part of the common cost base of the Wireless Business Segment previously allocated for the Test Tools product business are not be included in the Transaction and will remain in the Wireless Business Segment for the time being. Closing of the Transaction has been agreed to take place on January 31, 2013, subject to completion of customary closing events, such as payment of the cash consideration. "The market for EB's Test Tool products, radio channel emulators, is a global niche market where our Propsim products have gained a strong position over years. However, as the only test product line of EB, the Test Tools business offered only limited long term growth opportunities for EB. For EB, this transaction gives good cash consideration for the business, a significant non-recurring profit and cash increase, and it further strengthens EB's financial position. After this divestiture, our Wireless Business Segment is more focused in the markets which offer EB larger long term growth potential. EB continues to develop and offer products and product platforms for the defense, public safety and industrial markets, and R&D services and customized solutions for the wireless communications markets and other markets using wireless connectivity in their devices. We believe Anite has the right capabilities and is very committed to further developing the Test Tools product business as part of a broader range of its testing solutions" said Jukka Harju, CEO of Elektrobit Corporation. "The increasing market demand for more integrated wireless laboratory test solutions makes Anite a natural fit for Propsim. Anite's established market and technology leadership, and its substantial global sales and support footprint, combined with the acknowledged expertise and market leading channel emulation solutions in the Propsim brand, creates a dedicated supplier with a more complete product offering. The product line we are buying is an excellent addition and a good fit with Anite's Handset Testing business and the acquisition is expected to be enhancing to adjusted earnings", said Christopher Humphrey, Anite's Chief Executive. ADVANCE INFORMATION ON EB'S FOURTH QUARTER AND FULL YEAR 2012 NET SALES AND OPERATING RESULTS EB will report its 2012 financial results, as provided by the IFRS5 standard, divided between Continuing and Discontinuing Operations, and Test Tools product business is classified as Discontinuing Operations in the 2012 financial statements. Based on the preliminary information on annual closing the following table illustrates net sales and operating result of Continuing and Discontinuing operations in 2012: Continuing 2012 operations Discontinuing operations Group Total Net sales 185.4 16.1 201.5 Operating profit (loss) 2.5 1.3 3.7 EB's net sales and operating result of Continuing operations (excluding Test Tools product business) were as follows: Continuing operations 1Q 12 2Q 12 3Q 12 4Q 12 2H 12 2012 Net sales 45.0 43.6 44.3 52.6 96.8 185.4 Operating profit (loss) 0.8 -0.7 2.2 0.2 2.4 2.5 EB total, including Continuing and Discontinuing operations were as follows: EB total 1Q 12 2Q 12 3Q 12 4Q 12 2H 12 2012 Net sales 48.6 48.0 47.0 57.9 104.9 201.5 Operating profit (loss) 0.9 -0.4 2.1 1.2 3.2 3.7 The operating profit for the year 2012 presented above include non-recurring items of approximately EUR 4 million in total, booked in the fourth quarter of 2012, as result of the financial challenges faced by a US based customer of EB's subsidiary, Elektrobit Inc., as well as non-recurring income and costs related to the reorganization processes of TerreStar companies, booked earlier in 2012, all as announced previously. Earlier in the stock exchange release published on January 10, 2013, before the Transaction and including the Test Tools product business, EB expected that the operating result of the fourth quarter of 2012 to be approximately between EUR -0.4 million and EUR 1.1 million (EUR 3.5 million, 4Q 2011), the operating result of the second half of 2012 to be approximately between EUR 1.7 million and EUR 3.2 million (EUR 0.4 million, 2H 2011), and the operating result of the whole year 2012 to be approximately between EUR 2.2 million and EUR 3.7 million (operating loss of EUR -4.0 million in 2011). The expected operating results presented above included non-recurring items related to the above mentioned US customer that caused the lowering of the fourth quarter profit guidance, as well as non-recurring income and costs related to the reorganization processes of TerreStar companies, booked earlier in 2012. Further, earlier EB expected the net sales of the fourth quarter of 2012 to be approximately EUR 57 million (EUR 49.0 million in 4Q 2011), the net sales of the second half of 2012 was expected to be approximately EUR 104 million (EUR 86.1 million in 2H 2011) and the net sales of the whole year 2012 was expected to be approximately EUR 200 million (EUR 162.2 million in 2011). The advance information is unaudited and it is not based on a financial statement approved by the Board of Directors. Elektrobit Corporation's Financial Statement Bulletin for January - December 2012 will be published as previously announced on Tuesday February 19, 2013. Oulu, January 28, 2013 Elektrobit Corporation (EB) Jukka Harju CEO Further information: Jukka Harju CEO, Elektrobit Corporation Tel. + 358 40 344 5466 Distribution: NASDAQ OMX Helsinki Principal media Elektrobit (EB) EB creates advanced technology and turns it into enriching end-user experiences. EB is specialized in demanding embedded software and hardware solutions for wireless and automotive industries. The net sales for the year 2011 totaled MEUR 162.2. Elektrobit Corporation is listed on NASDAQ OMX Helsinki. www.elektrobit.com Anite plc Anite plc, an international software and solutions company, operates in two discrete markets: we provide device and network testing systems to the wireless market and reservation and e-commerce solutions to the leisure travel industry. The success of both divisions is based on our comprehensive knowledge of the sectors and on our proprietary software and hardware products. Our 530 staff work with the world's leading wireless and travel companies, from our headquarters in the UK and from offices in 15 countries throughout Europe, the Americas, Asia and the Middle East. www.anite.com ------------------------------------------------------------------------------ This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Elektrobit Oyj via Thomson Reuters ONE HUG#1673450
Elektrobit Oyj : ELEKTROBIT CORPORATION (EB) SELLS ITS TEST TOOLS PRODUCT BUSINESS TO ANITE PLC AND PROVIDES ADVANCE INFORMATION
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