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10 Aug 10. Chemring Group PLC has entered into a conditional agreement to acquire the entire issued share capital of Roke Manor Research Limited from Siemens Holdings plc for a cash consideration of £55m. Roke, based in Romsey, UK, is a world-class engineering company that provides contract research, product development and low volume production for a wide range of UK and international customers. It is a leading developer of advanced sensors, signal processing, communications and network solutions for the Countermeasures, Counter-Improvised Explosive Device (Counter-IED), Counter-Terrorism and industrial markets. Defence and homeland security represent 75% of existing revenues. Roke has 450 employees, including over 300 highly qualified engineers. Roke is one of the world leaders in Electronic Warfare (EW) for the land sector, with a range of technologies and products for electronic countermeasures, electronic intelligence gathering, threat detection and target location. It also provides key Counter-IED capabilities for force protection, performs a vital national role in the supply of technology for network monitoring and intelligence gathering and is a key player in the emerging cyber-security market. In the audited year ended 30 September 2009, Roke reported revenue of £45.3m, underlying operating profit (before non-recurring costs) of £3.5m and underlying profit after tax (including R&D tax credits) of £3.9m. Gross assets as at that date were £40.7m. Roke’s unaudited revenue for the eight months to 31 May 2010 was £28.0 million (unaudited eight months to 31 May 2009: £26.9m). The order book at May 2010 was £37.2m (May 2009: £38.0m). The acquisition of Roke is expected to enhance Chemring’s earnings per share in the first full financial year post-completion. The acquisition of Roke substantially augments Chemring’s engineering capabilities in electronics, software and systems engineering. It offers a wide range of technologies in radar signal and image processing, target location and identification that will enhance our existing products. Roke will build on the Group’s capability to offer advanced technology solutions to customers in the global Countermeasures, Counter-IED and Counter-Terrorist markets. It will establish Chemring as a key player in the growing Homeland Security market. Its broad range of electronics, sensors and communications will provide a strong platform for the development of next generation products and systems, as well as offering entry points into several adjacent markets. Chemring intends to maintain Roke’s successful business model in contract research and product development. Roke will continue to develop products and technologies for third parties in all of its existing areas of expertise, and it will remain a preferred partner for Siemens Corporate Technology globally in the key areas of cyber security and open innovation. It will also continue to exploit its proprietary products through direct sales and licensed production. Further opportunities and benefits are expected as Roke accesses the Group’s substantial international network and production engineering expertise. The existing management team at Roke will remain in place following the acquisition. Under the terms of the agreement the cash consideration of £55m will be funded utilising existing bank facilities. Chemring’s proforma year-end net debt to EBITDA ratio after the transaction will be approximately two times. The consideration is subject to adjustment depending on the working capital of Roke at completion. Completion is anticipated within sixty days.
Commenting on the acquisition, David Price, Chief Executive of Chemring, said: “The acquisition of Roke will substantially enhance our existing technologies in a number of our key market sectors and will provide a growing number of products and technologies that will allow the Group to enter adjacent attractive, high growth markets. I am delighted that all of the existing highly succ

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