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Bologna, October 3, 2008 - Datalogic SpA - a company listed in the Star segment of the Milan Stock Exchange and a leader in the market for barcode readers, data collection mobile computers and RFID (radio frequency identification) systems - approved today the acquisition of DATASENSOR SpA (a company 100% owned by Hydra SpA, controlling shareholder of Datalogic SpA).
The deal is of great industrial value as it will allow both the Datalogic Group and Datasensor to consolidate their respective market positions in the industrial automation sector.
As the deal is between related parties, this press release has been prepared also in compliance with Article 71- bis of the Regulation implementing Italian Legislative Decree no. 58 of 24 February 1998 (the Italian Consolidated Law on Finance) which governs issuers, approved by the CONSOB (Italian securities & exchange commission) with its resolution no. 11971 of 14 May 1999 as subsequently amended and integrated.
1. CHARACTERISTICS, APPROACH, TERMS AND CONDITIONS OF DEAL
The object of the deal is the transfer of shares representing 100% of the share capital of Datasensor SpA from Hydra SpA to Datalogic Automation Srl, a company directly and wholly owned by the Issuer. In this regard please note that the investment contract was signed today and, at the same time, were transferred 100% of shares of Datasensor SpA to Datalogic Group.
Datalogic Automation Srl (hereinafter also the "Purchaser"), 100% controlled by Datalogic SpA, is the second leading European manufacturer of industrial fixed-position scanning systems and one of the world's leading producers of automatic identification systems for the industrial market
Datasensor SpA (hereinafter also the "Target Company") is an Italian company present in the international market for over 30 years and a leader in the design, production and marketing of photoelectric sensors and devices for detection, safety, measurement, and inspection in industrial automation.
In 2007, Datasensor Group achieved sales revenues of € 31.7 million and EBITDA (restated) of € 5.6 million (17.6% on revenues); at 31 December 2007, the net financial position was positve by € 3.5 million.
The deal is worth a total amount of € 45 million (Equity Value). The acquisition was realized using a multiple equal to approximately 7.5 FY 2007 EBIDTA (restated).
The price, determined with the corroboration of an independent expert appraisal (KPMG Advisory SpA), will be paid in two instalments: the first, for a total amount of € 31.3 mn immediately and the second, for € 13.7 mn, by the middle of November.
The price will be paid via use of available financial resources and bank borrowing.
2. DEGREE OF RELATIONSHIP; NATURE AND EXTENT OF RELATED PARTIES' INTEREST
On the definition of "Related parties" as indicated in the international accounting standard IAS 24, approved by EC Regulation no. 1725/2003 and subsequently amended by EC Regulation no. 2238/2004, as well as the definition of "Control" as indicated in Article 2359 of the Italian Civil Code and Article 93 of the Italian Consolidated Finance Act, the deal in question is a related-party transaction since it involves:
3. BUSINESS RATIONALE OF ACQUISITION
This acquisition is part of the Datalogic Group's growth strategy in the industrial automation segment which is headed by the Automation Division. Photoelectric sensors and devices - which form the core business of Datasensor - will enable the Automation Division to complete its product range (which already comprises industrial fixed-position scanners, radio-frequency readers, and laser marking products) for the industrial market.
Similarly, integration of the technological platforms of the Automation Division and Datasensor is aimed at increasing Datalogic's innovation potential considerably, consequently improving the Group's competitiveness.
4. METHOD FOR ESTABLISHING PRICE
For the purposes of valuation of the Target Company, the Issuer's Board of Directors identified the advisory services company KPMG Advisory SpA as the independent expert appointed to prepare an appraisal (hereinafter also "fairness opinion") to set a value on the Target Company, also pursuant to and for the purposes of Article 2465 of the Italian Civil Code.
The benchmark criterion used for appraisal was Discounted Cash Flow (DCF). In addition, to verifiy the valuation, two other methods were used, i.e. the market multiples method (relating to listed companies active in the sensors sector) and the comparable transaction multiples method (for acquisitions concerning companies active in Datasensor's sector or in any case in closely related sectors).
The independent expert's report revealed an economic value, for the transfer of the entire share capital of the Target Company, in line with the price agreed between the parties.
5. INCOME-STATEMENT, BALANCE-SHEET AND FINANCIAL EFFECTS OF THE ACQUISITION
In practical terms, acquisition of the equity interest in Datasensor SpA by Datalogic Group will result in Datasensor's entry into the consolidation area of Datalogic Automation and, consequently, of Datalogic SpA.
6. OTHER INFORMATION
It is pointed out that no change is envisaged in the remuneration of the directors of Datalogic SpA and/or of its subsidiaries as a consequence of the deal described above.
Lastly, the Issuer's financial instruments owned by members of Datalogic SpA's management and control bodies at 31 December 2007 are shown below: