Broking group to pay £5m for Cardinus
THB Group has acquired risk management specialist Cardinus for £5m.
Cardinus is a specialist software developer and supplier of online risk assessment and e-learning, especially in the area of health and safety.
THB said the acqusition would extend and strengthen its risk management proposition.
THB paid an initial consideration of £2.84 million for the entire issued share capital of Cardinus, satisfied by payment of £2.09m cash and the issue of 675,675 new THB ordinary shares.
The new shares were issued at a price of 111p. Application has been made for these 675,675 shares to be admitted for trading on AIM.
Admission is expected to occur on 3 September 2007.
Following the allotment of these shares, the number of shares in issue with voting rights will be 27,851,544 and this figure may be used by shareholders as the denominator to determine if they are required to notify their interest in, or a change in the interest in, the Company under the FSA’s Disclosure & Transparency Rules.
Further consideration will be payable in cash in two tranches, the first 12 months and the second 24 months from the date of completion subject to various performance criteria.
The maximum payable in total for the acquisition is £5m.
CL had net assets of £0.612 million at completion and unaudited pro forma results for the year ended 31 December 2006 showed a profit before tax of £0.435 million.
Commenting on the deal, Vic Thompson, THB’s group chief executive, said: “This is an important acquisition for THB. Cardinus has an exceptional blue-chip client list and we believe there will be significant cross-selling opportunities within the Group. The deal will also further develop our capability in the health and safety arena, while complementing our existing core strengths. We are delighted to have secured for THB the expertise of Chris Baldwin, Jon Abbott and their colleagues, who are recognised as market leaders in their specialist field.”
Chris Baldwin, managing director of Cardinus, said: “We chose THB above a number of alternative purchasers, because they have an excellent reputation in the market for professional service, innovation and integrity, on which all our clients rely. We are looking forward to working closely with THB not only to develop our business but also to be able to enhance further the existing relationship with THB.”
