Incap Corporation Stock Exchange Release 12 October 2020 at 6.10 p.m. (EEST)
ADDITIONAL INFORMATION ABOUT AWS ELECTRONICS GROUP ACQUISITION
In releases published on 23 January 2020, Incap announced that it had signed an agreement to acquire the entire share capital of AWS Electronics Group. AWS Electronics Group is a contract manufacturer of electronics and the company has production facilities in the UK and Slovakia. The company’s figures have been included in Incap Group’s reporting as of 23 January 2020.
The debt-free purchase price was EUR 15.9 million, and the possible additional purchase price will not exceed EUR 1.5 million. The acquisition was financed with a loan of EUR 13 million and paid in cash, with the exception of an instalment of EUR 0.7 million to be paid in Incap shares.
In the first half of 2020, the business has been developing well at the acquired AWS Electronics Group's units in UK and Slovakia and the integration has continued according to plan.
Additional information about the acquisition
The consideration paid for the transaction consists of a EUR 6.7 million cash consideration, the instalment paid in shares and an estimated additional purchase price of EUR 0.6 million. In connection with the acquisition, Incap paid AWS Electronics Group’s debts and a warrant.
AWS Electronics Group generated EUR 18.6 million in net sales and a profit of EUR 0.2 million from 23 January to 30 June 2020. AWS Electronics Group’s pre-acquisition, unconsolidated net sales for 1–22 January 2020 amounted to EUR 2.6 million, and AWS Electronics Group would have posted a loss of EUR 0.4 million in the same period, taking into account the planned amortization of recognized items for the period. The number of personnel in the acquired company at the end of the financial year ended on 30 June 2019 was 436.
The purchase price has been allocated to identified net assets that include customer relationships, the order book and the estimated share of work not included in the balance sheet value of inventories, based on AWS Electronics Group's EBITDA. Acquired customer relationships will be amortized over 12 years, the order book over 12 months and inventories over 6 months. The residual value of EUR 6.6 million remaining from the preliminary acquisition calculation has been recognized as goodwill. The goodwill is generated by expected synergies in, for example opportunities related to materials purchases and cross-selling. None of the items recognized as goodwill are expected to be tax-deductible. Leases were taken into account in accordance with IFRS 16 in the calculation of acquired assets and liabilities, and the discounted lease payments remaining at the time of acquisition were recognized in interest-bearing loans, while corresponding assets were recognized in right-of-use assets.
AWS Electronics Group’s financial reporting is based on The Financial Reporting standard applicable in the UK and Republic of Ireland (FRS 102). Based on the estimate made in connection with the acquisition, with the exception of the accounting of leases, there are no such differences between the applied accounting standard and IFRS standards that would cause significant discrepancies in the financial information reported.
Assets acquired and liabilities assumed at fair value on the acquisition date, preliminary acquisition calculation:
| (EUR thousands) | ||
| Assets | ||
| Non-current assets | ||
| Property, plant and equipment | 1,174 | |
| Right-of-use assets | 1,439 | |
| Other intangible assets: customer relationships | 5,214 | |
| Other intangible assets: orderbook | 581 | |
| Other intangible assets: other | 71 | |
| Total non-current assets | 8,479 | |
| Current assets | ||
| Inventories | 7,607 | |
| Trade and other receivables | 7,809 | |
| Total current assets | 15,416 | |
| Total assets | 23,895 | |
| Liabilities | ||
| Non-current liabilities | ||
| Interest-bearing loans and borrowings | 1,330 | |
| Interest-bearing loans and borrowings, group | 6,110 | |
| Deferred tax liabilities | 1,131 | |
| Total non-current liabilities | 8,572 | |
| Current liabilities | ||
| Trade and other payables | 10,672 | |
| Current interest-bearing loans and borrowings | 3,166 | |
| Total current liabilities | 13,838 | |
| Total liabilities | 22,410 | |
| Total identifiable net assets | 1,485 | |
| Goodwill | 6,617 | |
| Acquired net assets | 8,102 |
INCAP CORPORATION
For additional information, please contact:
Otto Pukk, President and CEO, tel. +372 508 0798
Distribution:
Nasdaq Helsinki Ltd.
Principal media
INCAP IN BRIEF
Incap Corporation is a trusted partner and full service provider in Electronics Manufacturing Services. As a global EMS company Incap supports customers ranging from large multinationals and mid-sized companies to small start-ups in their complete manufacturing value chain. Incap offers state-of-the-art technology backed up by an entrepreneurial culture and highly qualified personnel. The company has operations in Finland, Estonia, India, Slovakia, the UK and Hong Kong and employs approximately 1,300 people. Incap’s share has been listed on Nasdaq Helsinki Ltd stock exchange since 1997.