REG - Gooch & Housego PLC - Acquisition of GS Optics

Gooch & HousegoAnnouncement

20/06/2023 18:00

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RNS Number : 3538D  Gooch & Housego PLC  20 June 2023

 

   20 June 2023

 

Gooch & Housego PLC

("G&H" or the "Company" or the "Group")

 

G&H Expands its US Life Sciences Capabilities with the Acquisition of GS
Optics

 

 

Gooch & Housego PLC (AIM: GHH), the specialist manufacturer of optical
components & systems, announces that it has acquired the entire issued
share capital of GS Optics LLC ("GS Optics") for a total consideration of up
to $15.7 million. This earnings accretive acquisition expands the Company's
presence in the Life Sciences sector and extends the Group's capabilities into
polymer optics.

 

GS Optics specialises in the custom design and manufacture of precision
polymer optics for use in the biomedical, machine vision and analytical
instrument markets, as well as military and civilian night-vision and
visible-range sighting applications.

 

Located in Rochester, NY and founded in 1916, GS Optics produces injection
moulded spherical, aspherical, cylindrical, and freeform imaging optics and
mirrors. In addition, it has well established in-house capabilities to provide
custom designed, diamond turned and injection moulded prototypes, thin film
anti-reflective and reflective coatings and integrated optical solutions.

 

This acquisition, which is closely aligned to G&H's new strategy, will
increase the Company's commercial footprint in high-growth areas within the
large US life sciences market including ophthalmic lenses, surgical imaging
and diagnostic instrumentation. GS Optics has established itself as a leader
in polymer optics, with a strong presence in the medical diagnostics sector.
Combining the capabilities of GS Optics with the global reach of G&H's
commercial and engineering teams will accelerate the Group's growth in optical
solutions for the Life Sciences market and some specific A&D and
industrial applications.

 

G&H intends to invest in the GS Optics site in order to establish it as
the Group's 'centre of excellence' for Life Sciences in North America.
Recognising GS Optics' distinguished track record and the Rochester area's
reputation for excellence in optical design and manufacturing, G&H has
ambitious plans to establish the site as a high-performing design, development
and manufacturing centre.

 

Charlie Peppiatt, Chief Executive Officer of Gooch & Housego, commented:

 

"I am delighted to welcome GS Optics, a leader in polymer optics for the
medical diagnostics sector and other markets, to Gooch & Housego. GS
Optics is a high quality business with a strong customer base and
differentiated technology. This strategic acquisition will accelerate the
Group's growth plans in the North American life sciences market whilst also
adding to our A&D and industrial activities. The acquisition is in line
with our recently announced new strategy to become an innovative customer
focused technology company."

 

 

Terms of acquisition

 

The total consideration payable for GS Optics by G&H is up to $15.7
million. This comprises an initial cash consideration of $11.3 million, funded
from existing resources, together with $2.6 million of new G&H ordinary
shares. There is also deferred contingent cash consideration of up to $1.8
million, payable based upon the GS Optics' performance in the year ending 31
December 2023.

 

In its financial year ended 31 December 2022 the revenue of GS Optics was
c.$10 million and adjusted EBITDA was c.$1.5 million. As at the end of May
2023 GS Optics had gross assets of c$5 million.

 

The acquisition is expected to be marginally earnings enhancing in the first
full financial year of G&H's ownership.

 

The Company has made an application to the London Stock Exchange for the
322,115 new ordinary shares to be admitted to trading on AIM. It is expected
that admission will become effective on 26 June 2023.

 

Following the issue of the 322,115 new ordinary shares, the total number of
ordinary shares in issue as at the date of this announcement is 25,374,309
with each share carrying the right to one vote. There are no shares held in
Treasury. The total number of voting rights in the Company is, therefore,
25,374,309.

 

The above figure of 25,374,309 may be used by shareholders as the denominator
for the calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the Company, under
the FCA's Disclosure and Transparency Rules.

 

 

 

 

For further information please contact:

 

 Charlie Peppiatt, Chief Executive Officer                  Gooch & Housego PLC      +44 (0) 1460 256440

 Chris Jewell, Chief Financial Officer

 Mark Court / Abigail Gilchrist                             Buchanan                 +44 (0) 20 7466 5000

 G&H@buchanan.uk.com (mailto:G&H@buchanan.uk.com)

 Christopher Baird / David Anderson                         Investec Bank plc        +44 (0) 20 7597 5970

 

 

Notes to editors

 

1.     Gooch & Housego is a photonics technology business
headquartered in Ilminster, Somerset, UK with operations in the USA and
Europe. A world leader in its field, the company researches, designs,
engineers and manufactures advanced photonic systems, components and
instrumentation for applications in the Aerospace & Defence, Industrial,
Life Sciences and Scientific Research sectors. World leading design,
development and manufacturing expertise is offered across a broad range of
complementary technologies.

 

2.     All financial information included in this announcement is sourced
from unaudited management accounts and excludes any specific items. This
announcement contains certain forward-looking statements that are based on
management's current expectations or beliefs as well as assumptions about
future events.  These are subject to risk factors associated with, amongst
other things, the economic and business circumstances occurring from time to
time in the countries and sectors in which G&H operates.  It is believed
that the expectations reflected in these statements are reasonable but they
may be affected by a wide range of variables which could cause actual results,
and G&H's plans and objectives, to differ materially from those currently
anticipated or implied in the forward-looking statements.  Investors should
not place undue reliance on any such statements. Nothing in this announcement
should be construed as a profit forecast.

 

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