Cambridge (UK), 15 September 2015 (18.00
(Euronext: GLOG) announces today that it has acquired the entire issued
share capital of font manufacturer URW++ Design & Development GmbH
("URW") located in Hamburg, Germany.
URW develops and designs digital typefaces.
The company invented digital outline font technology and tools 35
years ago and is one of the few remaining font foundries that date from
the pre-PostScript® era. Their IKARUS system for font design and
production, which they invented in 1978, has become a de-facto standard
around the world. In addition to licensing their extensive type libraries
to the graphic design market they develop exclusive corporate typefaces,
counting brands such as General Motors, Mercedes Benz and Siemens among
their customer base. Known for their technical expertise and innovation
URW has, over the past decade, developed a business in “global fonts”
that include non-Latin scripts and that allow documents to be interchanged
between many countries while maintaining brand identity.
Gary Fry, Global Graphics’ CEO said, “URW
has been a strategic partner of ours in the office market for several years
and there is a great deal of synergy between our businesses. With
the recent growth we have experienced in the office market we have seen
more opportunities for a combined proposition of our Harlequin RIP® technology
and URW’s font solutions. Furthermore, the acquisition brings significant
opportunities to expand the URW business geographically with the support
of the Global Graphics world-wide infrastructure. Subject to the
acquisition accounting, we do expect the acquisition to have a positive
contribution to EBITA during the current financial year.”
Total consideration for the acquisition is
expected to be approximately €4.2 million, which will be settled by €2.0
million in newly created ordinary shares of Global Graphics SE and €2.2
million in cash from existing cash reserves, of which €0.2 million is
contingent consideration payable in 2016.
A total of 925,926 new ordinary shares will
be issued, increasing the number of issued shares from 10,289,781 to 11,215,707.
This will result in a dilution of 8.26%.
During the 3 years of 2012, 2013 and 2014,
URW has generated average annual revenue of €2.9 million and an average
profit before tax of €0.9 million per year. For the year ended 31
December 2014, the draft audited accounts of URW showed revenue of €3.0
million and a profit before tax of €1.2 million. URW's gross assets
as at 31 December 2014 were €2.0 million of which €1.2 million was cash,
from which, prior to the acquisition, the existing shareholders paid a
dividend of €0.5 million for 2014 profits.
URW operates internationally and 2014 revenue
was split 53% from Germany, 10% from the remainder of Europe, 33% from
the USA and 4% from the rest of the world.
Peter Rosenfeld, managing director and co-founder
of URW says,” Our business is very complementary to Global Graphics' markets
and so we fit together very well. We now have the scope to expand
our business globally outside of Germany and the US and to give graphic
designers and corporates in wider geographies more choice of fonts.”
Dr. Jurgen Willrodt, head of technology for
URW and co-founder says, “Both our companies were at the leading edge
of the digital publishing revolution in the eighties and nineties and so
we share a lot of history. Both companies have continued to evolve
and to innovate, placing great emphasis on research and development. I
look forward a new era of expansion by working together”.
URW will continue to operate as a standalone
business led by Peter Rosenfeld. It will be a wholly-owned subsidiary
of Global Graphics SE.
More information about URW can be found on
their website at http://urwpp.de/
and their video insight to the company at https://youtu.be/Sadx3J7ybXw
Corporate Communications Director
Tel: +44 (0)1223 926489
Chief Financial Officer
Tel: +44 (0)1223 926472