The terms of the cash-and-shares deal consists of 1.355 new Torex Retail share and 75 pence ($1.34) in cash for every Anker share, valuing the company at about GBP 98.5m ($176.5m). This represents a premium of approximately 16.3% to the closing price of 192 pence ($3.44) for each Anker share on June 29.
Witney, UK-based Torex said the deal creates a European market-leading supplier of retail application software and services, and makes Torex Retail one of the world’s largest retail systems companies. It also increases its scale and geographic reach, and the enlarged customer base will create significant cross-selling opportunities.
Torex Retail said the acquisition is expected to result in pre-tax cost savings of about GBP 6m ($10.7m), on a full-year run-rate basis. We are experiencing strong organic growth complemented by suitably targeted acquisitions. Anker represents a broad platform and an accelerated route to achieving our targets, said Torex Retail chief executive Christopher Moore. The enlarged group will be a major player in the retail application software and services market on a global basis and better placed to respond to the ever increasing demands from our international customer base.
Bolton, UK based Anker claims to be claims to be one of Europe’s leading electronic point-of-sale companies. It is registered in the Netherlands and has trading subsidiaries throughout Europe. As long ago as 2001 it planned an IPO on the London market, but was forced to abort its flotation plans after the meltdown in technology stocks.
In February 2003, Anker was acquired for an undisclosed sum by Gores Technology Group LLC, a buy-out specialist that concentrates on salvaging distressed computer software, hardware, and telecoms companies. In December 2004 it floated Anker on the London Stock Exchange.
The deal comes just weeks after Torex Retail acquired German workforce management supplier Hoffmann Datentechnik GmbH for 4.25m euros ($5.1m). A week before that it carried out an all-share deal to snap up rival XN Checkout Holdings Plc for GBP 70.5m ($128.7m). XN Checkout said it is the market leader in the UK managed pubs and restaurant market, with 4,000 systems installed.
Prior to this, Torex spent $27.9m in May to acquire Retail Store Systems Inc in order to break into the lucrative US market. Cumberland, Rhode Island-based Retail Store Systems was a systems integrator to the retail trade and a reseller of IBM hardware.
Other acquisitions include $3.9m for Flexiline Forecourt Services Ltd in January 2005; $55.5m for the retail division of Alphameric Plc in November 2004; $6.9m for the 30.2% stake it did not own in Logware Information Systems GmbH; and $15.6m for non-food retail IT provider KPOS Computer Systems in August 2004.
The company itself was spun out of its parent Torex Plc in January 2004, and in March 2004 it listed on London’s Alternative Investment Market. For the year ending December 31, 2004, it posted net income of GBP 4.89m ($9.3m) on revenue of GBP 67.9m ($128.8m).
