Conditional Acquisition of Cool Clear Water Group, Australia
Marks entry into the Australian Market.
The leading Australian POU provider.
Waterlogic Plc (AIM: WTL.L), a leading designer, manufacturer and global distributor of point-of-use (“POU”) drinking water purification and dispensing systems, is pleased to announce that it has entered into a conditional agreement (the “Acquisition Agreement”) to acquire the entire share capital of Cool Clear Water Group Ltd (“CCW”), the leading supplier of POU drinking water purification and dispensing systems in Australia. The acquisition marks Waterlogic’s entry into the Australian water cooler market.
CCW is the clear market leader in the Australian POU market with over 26,000 POU coolers installed and as such the acquisition will significantly bolster the Group’s B2B division. With over 11,000 customers, ranging from blue-chip organisations to SMEs, CCW is the only Australian POU provider with a presence in all states. CCW is predominantly a rental business which will further enhance the Group’s proportion of recurring revenues and EBITDA margin.
The audited financial statements of CCW for the year ending 30 June 2012 reported revenues and EBITDA of AUD16.9 million and AUD9.3 million respectively (approximately USD16.4 million and USD9.1 million respectively).
The consideration will be satisfied by the payment of AUD60.0 million (approximately USD58.5 million) in cash on completion, of which AUD6.1 million (approximately USD6 million) is held in escrow and will be released, subject to certain warranties and performance targets being achieved.
The acquisition will be financed through existing cash resources and new debt facilities. The Acquisition Agreement is conditional on, inter alia, the Company securing debt financing and Waterlogic is currently in advanced negotiations with several banks in this regard.
The Company will make a further announcement to the market on completion, which is expected to occur in June 2013.
Peter Cohen, Waterlogic, CEO Commercial Division, commented: “We are very pleased to have been able to agree terms to acquire the market leader in what is a significant new geography, further enhancing the Group’s reputation as a truly global brand. CCW has already built up a significant market share and we are confident that once the deal completes, through the additional scale and expertise of the Waterlogic team, we will be able to grow this further through both organic growth and acquisition.
“The wider opportunities presented by this landmark acquisition are plentiful; we are particularly excited about the possibility of introducing Firewall into the Australian market and also developing the Group’s B2C offering in the territory.”
Jeremy Ben-David, Waterlogic, Group Chief Executive Officer, commented: “This acquisition will be a further step in achieving what we set out to do at the time of our IPO and once completed, will be the most transformational acquisition the Group has done to date. CCW’s financial performance is strong with high levels of recurring revenues, strong organic growth and good margins. Significantly for the Group, the acquisition further diversifies the business from a geographic perspective and we believe it will be a fantastic platform for our growth in Australia.
Adam Cornell and David Byrne, Joint CEO’s of Cool Clear Water Group commented: “We have spent 14 years developing the CCW business into the market leader that it is today and we are very pleased to have agreed terms to pass this on to Waterlogic. We believe that Waterlogic, as a global player in the sector, has the strategy and structure to drive CCW into its next stage of growth.”
Waterlogic Plc Jeremy Ben-David, Group Chief Executive Officer Via Redleaf Polhill
Liberum Capital (Nominated Adviser and Broker) Steve Pearce Richard Bootle / Tel: 0203 100 2000
Redleaf Polhill Rebecca Sanders Hewett Emma Kane David Ison / Tel: 0207 382 4730 email@example.com
Notes to editors:
Waterlogic Plc (AIM: WTL.L) is a leading designer, manufacturer, distributor and operator of mains attached point-of-use (“POU”) drinking water purification and dispensing systems designed for environments such as offices, factories, hospitals, hotels, schools, restaurants and other workplaces. Waterlogic is a Jersey registered company. Waterlogic’s products and services are built on the simple vision of a three stage approach to purity:
1. Filtration to remove unwanted contaminants, chlorine and other water-borne tastes and odours.
2. Waterlogic’s Firewall™ ultra-violet (UV) technology is one of the most effective water purification technologies for POU water dispenser applications currently on the market and its dispensers are certified by the Water Quality Association as being able to guarantee 99.9999% pure water 100% of the time, a fact which has been confirmed by over 5,000 physical tests in independent laboratories. The innovative Firewall™ technology incorporates a highly-specialised, compact UV system in the faucet/tap, which ensures that water passes through the UV system immediately before it is dispensed into a cup. This point of differentiation for Firewall™ is unique in the POU market.
3. BioCote silver antimicrobial protection. Plastic surfaces surrounding dispensing areas of Waterlogic units are infused with a silver additive called BioCote, a natural anti-microbial that inhibits the growth of microorganisms, giving yet another layer of hygienic defence.
Founded in 1992, Waterlogic was one of the first companies to introduce POU systems to Europe and has been a leader in the POU market in terms of product design and quality, the application of new technologies and in sales and service. Waterlogic has an extensive and expanding independent global distribution network in place, reaching 52 countries around the world.
Waterlogic products are currently being sold in North and South America, Europe, Asia, Australia and South Africa. Waterlogic’s leading markets are the USA and Western Europe, in particular Germany, France, Scandinavia and the UK. Of the 1.9 million new POU and bottled water installations in the business-to-business market in the USA and Europe between 2005 and 2011, approximately 73% incorporated POU technology.
The Directors believe that the movement away from bottled water coolers (BWC) to POU water dispensers is set to continue its current trend as a result of cost, convenience, health benefits and environmental considerations.
For the financial year ended 31 December 2012, the Group generated revenues and adjusted EBITDA (adjusted for share based incentives expense, capital reorganisation related costs and acquisition related costs) of USD 101.0 million and USD 14.7 million, respectively, and had approximately 640,000 machines installed as at 31 December 2012.
As part of Waterlogic’s on-going commitment to providing safe water, the Group has pledged to donate USD 225,000 over the three years from 2012 to 2014 to WaterAid. WaterAid is a renowned international non-profit organisation that transforms lives by improving access to safe water, hygiene and sanitation in the world’s poorest countries. Since 1981 WaterAid has reached 15.9 million people globally with safe water. Website: www.wateraidamerica.com
Cool Clear Water Group
Cool Clear Water Group is the leading supplier of POU drinking water purification and dispensing systems in Australia, operating in metropolitan and regional areas across the country. For more than ten years it has supplied leading businesses with its water filtration systems, and has grown to become one of the largest suppliers in Australia. Its water filtration systems are designed to meet customers’ exact needs, and are installed and serviced by fully qualified engineers.