Acquisition of Industrial Vision Systems Ltd and Issue of Equity - Seite 2

Acquisition Highlights

• A good strategic fit - meeting our acquisition criteria: the acquisition adds IP rich, hard-to-replicate vision software and machine technology, with over 23 years of experience in smart vision technology.
• Bringing specialised machine learning AI technology: artificial intelligence deep learning vision systems spot patterns and anomalies in real-time manufacturing quality control, ensuring precise and repeatable solutions that continuously learn based on image data.
• New niche market strength enabling smart manufacturing in a wide variety of use cases: replacing the need for human inspection with more reliable, highly accurate inspection results, smart sensing is enabling smart manufacturing including static, non-contact inspections for contact lenses, pharmaceutical and automotive production, and production quality, and is playing an important role detecting and verifying errors, defects, contaminants and other irregularities.
• An impressive client roster, trusted by blue-chip manufacturing companies: adding new customers from highly regulated markets, including medical device and pharmaceutical manufacturers, leveraging our heritage in the Life Sciences market.
• An able management team established and led by founders: Earl Yardley and Andrew Waller will continue to lead the business following the acquisition.
• Expanding market opportunities in smart sensing: by leveraging the Group’s platform, IVS will have the access, expertise and resources to scale. There are clear opportunities to expand its geographic footprint and grow its IP-rich static technology offering with prospects to benefit from Vicon’s dynamic sensing.
• Attractive financial profile: The business has a profitable track record over the past five years, driven by an average annual growth rate in revenues of 6%. In the year ended 28^th February 2023 the business reported unaudited revenues of £3.4m and an EBIT of £0.8m. Trading over the past six months is consistent with delivering a further improvement in performance. The acquisition is expected to be immediately EPS enhancing.
  
  

Transaction structure and issue of shares

The acquisition consideration is £8.1m and is subject to customary adjustments for working capital, cash and debt-like items. The consideration is to be funded in cash from existing resources and the issue of 1,006,859 new Oxford Metrics ordinary shares calculated based on the average closing price over the 30-day trading period between 15^th September 2023 and 26^th October 2023 of 86.63p. Application has been made for these new ordinary shares, to be admitted to trading on AIM, with admission expected to become effective on 6^th November 2023.