FI already owns 19.98% of Synergy’s share capital through its acquisition of Druid in March 2000 and is exercising its option to purchase the remaining share capital.
Headquartered in Reno, Nevada, and serving major clients throughout North America, Synergy specialises in the Aerospace and Defence, and Engineering and Construction sectors. It has been an Alliance Partner with Druid since its establishment in 1997, and it focuses on the implementation of SAP solutions in complex manufacturing environments. Its major customers include Raytheon, BFGoodrich and Pratt & Whitney. Synergy’s revenues for the year ending 31 December 2000 were $21.3million.
The founders, who collectively own the outstanding shares in Synergy, will remain with the company and will continue to manage Synergy’s business within the enlarged Group. The founders have agreed to retain at least half of the initial consideration in FI shares until mid 2003 and at least 25% until mid 2004.
The consideration, which will be satisfied in FI shares, will be for a maximum of US$39.7 million. The initial consideration will be US$19.9 million, plus a maximum deferred consideration of US$19.8 million payable on the satisfaction by Synergy of certain performance targets in calendar year 2001 and calendar year 2002.
The initial consideration will be satisfied by the issue and allotment by FI of 4,094,290 ordinary shares of 5 pence each in the share capital of FI. The deferred consideration will also be satisfied by the issue and allotment by FI of a maximum of a further 4,094,290 ordinary shares of 5 pence each based on the share price at the time that the deferred consideration becomes payable. The new shares will rank pari passu with the existing ordinary shares in issue.
Application has been made to the UK Listing Authority and to the London Stock Exchange for 4,094,290 FI Shares to be admitted to the Official List and to trade on the London Stock Exchange. It is expected that admission of these shares will be granted on 19 April 2001 and that dealings will commence on that day.
F.I.Group’s Chairman Hilary Cropper, commenting on the acquisition, said: The acquisition of Synergy is a further step in the execution of FI’s international expansion. It also underlines FI’s worldwide sector focus in Aerospace and Defence and adds strong local management to our operations in North America. As an alliance partner of Druid, Synergy already shares a common set of approaches to and methodologies for major projects and this will assist the smooth transition of Synergy and its workforce into the Group. I would like to extend a warm welcome to our new colleagues.
