Datatec Ltd ("Datatec", "the Group", JSE and LSE: DTC) announces that subsidiary Logicalis Group has acquired the outstanding 20.04% interest in Logicalis South America Ltd ("LSAL") which it does not already own for a maximum consideration of $6.2 million.
Logicalis Group's South American business provides integrated ICT solutions delivering secure network and communications infrastructure and services across South America with offices in Argentina, Brazil, Chile, Paraguay, Peru and Uruguay.
The consideration will comprise the issue of 398 459 new ordinary Datatec shares and $2 million in cash payable on completion. The cash consideration will be funded from Logicalis Group's existing cash resources.
Additional contingent consideration of a maximum of $2 million will become payable if certain profit targets are met by LSAL and its subsidiaries in the financial years ending 29 February 2008, 28 February 2009 and 28 February 2010.
The acquisition was preceded on 31 August 2007 by the capitalisation of loans payable by LSAL to Logicalis Group ($1.7 million) and Carlos Lorenzo ($0.5 million). After this capitalisation the share of net assets of LSAL being acquired is $2.2 million. The share of EBITDA of LSAL for the year ended 28 February 2007 attributable to the minority interest being acquired is $0.7 million.
The implementation of the acquisition is not subject to any conditions precedent.
Application has been made to the London Stock Exchange for the admission of the new Datatec shares to the Alternative Investment Market, and to the JSE Limited for the listing of these shares. Listing on both exchanges is expected to become effective on 10 October 2007.
The minority interest in LSAL will be acquired from Lorenzo, who is a director of LSAL and its subsidiaries and therefore a related party of Datatec. The listings requirements of the JSE require written confirmation from an independent professional expert, confirming that the acquisition is fair and reasonable to Datatec's shareholders. Deloitte & Touche has confirmed that the acquisition is fair and reasonable and its report is available for inspection at Datatec's registered office until 1 November 2007.
The pro-forma financial effects of this transaction on Datatec's net assets and earnings per share are less than 3% and not disclosed.
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