SnackTime Acquires Vendia UK Ltd
Wednesday 22 September 2010
(SnackTime, the Company or the Group)
Acquisition of Vendia UK Limited (Vendia UK)
Acquisition of Vendia UK (the Acquisition)
SnackTime, one of the UK's largest national operators of snack and chilled drink vending machines, is pleased to announce that it has agreed the acquisition of the entire issued share capital of Vendia UK, for a maximum consideration of ￡10.98 million. SnackTime expects the Acquisition to be earnings enhancing in the year ending 31 March 2012.
Vendia UK’s core operation is a traditional vending business specialising in the sale of hot beverages, which complements SnackTime’s confectionery and chilled drinks operations. Vendia trades under brands such as Simply Drinks in London, Integer in the Midlands, VMI in the north of England and Drinkmaster, a national table top and in cup specialist company, based in Plymouth.
For the year ended 31 December 2009, Vendia UK reported audited revenues of ￡19.7 million and adjusted EBITDA under IFRS of ￡2.1 million.
The consideration payable to the vendors of Vendia UK comprises:
5,447,855 new ordinary shares of 2p each in the Company (New Ordinary Shares), which will represent 29.9 per cent. of SnackTime’s enlarged share capital following completion of the Acquisition. Pursuant to the terms of the sale and purchase agreement, the New Ordinary Shares are the subject of lock-in arrangements for 24 months from issue, and Vendia UK’s major shareholder has agreed to a lock in of a further 12 months;
1,816,557 million warrants exercisable into new ordinary shares of 2p each in the Company (Warrants), exercisable at a price of 2p per share, further details of
which are set out below; and
deferred consideration of ￡0.5 million in cash, payable in two tranches of ￡250,000 on 31 December 2010 and 30 June 2011.
SnackTime will also assume term debt of approximately ￡2.4 million with Co-Operative Bank plc as a result of the Acquisition.
The Acquisition is in line with SnackTime’s strategic objective to increase its critical mass and substantially improve its hot beverage offering. Following the Acquisition, the enlarged Group will have over 30,000 customers being serviced by more than 450 employees, agents and franchisees and will be the UK’s fourth largest vending company by revenue. The Board of SnackTime believes that the Acquisition provides additional benefits and opportunities to the Group, including:
Cross-selling opportunities across all product ranges;
Improved operational and cost efficiencies;
Reduced combined overheads; and
The development of a comprehensive in-house hot beverages offering.
The New Ordinary Shares will when issued rank pari passu with the Company’s existing ordinary shares of 2p each. Application has been made to London Stock Exchange plc for the New Ordinary Shares to be admitted to trading on AIM, which is expected to become effective on 27 September 2010.
The Warrants cannot be exercised for a period of three years from the date of issue, nor at any time thereafter if doing so would breach the AIM Rules for Companies, be in contravention of the Companies Act 2006 or result in the holder(s) having to make an offer for the Company pursuant to Rule 9 of the City Code on Takeovers and Mergers (the City Code). If any of these situations were to arise, the Warrants would be exchanged for Convertible Unsecured Loan Notes (CULs) which would not pay any interest and could not be converted for ten years from their issue, nor at any time thereafter if doing so would result in the holder(s) having to make an offer for the Company pursuant to Rule 9 of the City Code, in which case the CULs would be exchanged for loan notes which would not pay any interest.
As a result of the Acquisition, and taking into consideration the nature of the enlarged Group, SnackTime believes that it is appropriate to introduce a new executive management board which will report to the board of directors of SnackTime (the Board) and, as such, the following changes are being made to the Board:
Michiel Slinkert joins the Board as a non-executive Director. Michiel has been a non executive director of Vendia since 1997;
Tim James joins the Board as Chief Financial Officer. Tim is finance director of Snack in the Box Limited, which was acquired by SnackTime in September 2009;
Ian Forde, who is currently the executive Director responsible for Brand Development, becomes a non-executive Director and will continue to assist the Company’s brand relationships;
Julia Brand, who has been Finance Director since December 2007, is to step down from the Board and join the management board as Business Systems Director; and
Andy Fisher, Sales Director, will step down from the Board and join the management board.
These changes will be effective immediately following completion of the Acquisition.
Blair Jenkins, Chief Executive, of SnackTime, commented: Vendia’s business is an ideal strategic fit with SnackTime and its exposure and expertise in the hot drinks market perfectly complements our existing snacks and chilled food operations. The combined Group will have an extensive footprint throughout the UK and Ireland, providing excellent cross-selling opportunities and even greater awareness for our brand partners. This is a significant milestone in the Company’s evolution and is a major step towards our goal of becoming Europe’s leading snack, chilled and hot beverage vending solution provider.
I would like to welcome Michiel and Tim to the Board of Directors and look forward to being able to draw on their experience. I would also like to thank Julia and Andy for their counsel to the Board and look forward to their continued contribution to the Group.
For further information:
Blair Jenkins, Chief Executive
0118 977 3344
020 7012 2000
Josh Royston / Graham Herring
020 7653 9844