REG - Northamber PLC - Acquisition of Epatra

NorthamberAnnouncement

06/02/2025 08:45

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RNS Number : 1718W  Northamber PLC  06 February 2025

6 February 2025

 

Northamber PLC

("Northamber" or the "Company")

Acquisition of Epatra

Further expansion into Europe

Northamber (AIM:NAR), a leading value-add Audio Visual & IT distributor,
is pleased to announce that its wholly owned subsidiary, Northamber NL B.V.
has acquired, from PreHold B.V. and Lumen Vera B.V. (the"Sellers"), EPATRA
B.V. (incorporated in The Netherlands) and Epatra B.V. (incorporated in
Belgium), (collectively "EPATRA") pursuant to a share purchase agreement (the
"SPA") that was exchanged and completed earlier today (the "Acquisition").

EPATRA is a prominent distributor of professional Audio Visual solutions,
focussed on Smart Offices. Establised in 2003 EPATRA is headquartered in The
Netherlands and has its warehouse and a further sales office there as well as
a sales office in Belgium. The business has several direct distribution
contracts with partners including Sony, LG, GoBright, Biamp, Sennheiser, and
others.

The total amount payable by Northamber for the Epatra Acquisition is up to
approximately €2 million in cash (£1.67 million; £1: €1.201, as at 5
February 2025), compared to tangible net assets of approxiamtely €1.9
million (£1.58 million) as at completion.  The amounts paid will be funded
from the Company's existing available resources.

Highlights

·   EPATRA is an established Audio Visual Smart office distributor,
providing tailored advice and solutions to a diverse base of over 1,000
trading reseller customers within the Benelux states.

·   EPATRA advises and sells a wide range of audiovisual products, from
individual displays to software for Room & Desk Management, including
complete Unified Communications sets.

·   It has a strong online presence and has excellent logistics
capabilities, distributing from a 12,000 square foot warehouse in
Alblasserdam, Netherlands, which will allow for continued Europrean growth for
Northamber.

·   During 2024, EPATRA focussed on improving its underlying business
performance to drive increases in gross margin and gross profits. Further
similar improvement is expected in the current year.

·   The board of directors of Northamber (the "Board") believe that EPATRA
has potential for strong growth and can be used as a platform to drive
Northamber's ambitions for European growth.

·   The Acquisition will further broaden Northamber's reach outside of the
UK and into growth markets in Europe.

·   In line with the strategy of building on Northamber's core technology
pillars of AV, UC&C, Cyber Security & Infrastructure Solutions,
including outside the UK, through organic growth and via strategic
acquisitions.

Strategic Rationale

The Directors believe the Acquisition will:

·   further extend Northamber's European expansion, building on the
acquisition of Tempura Communications and their Netherlands business in April
2024 and the acquisition of Renaissance Contingency Services in Ireland in
July 2024, to provide a complementary growth platform with strong cross
selling opportunities in Europe with an enhanced offering in audio-visual,
unified communications,and cyber solutions and services;

·   offer an opportunity to consolidate existing operations in Benelux and
benefit from logistics and distribution synergies;

·   EPATRA brings a broad, long standing client base, which provide
opporunities for sustained growth; and be value enhancing in the first full
year of ownership (FY26).

Alex Phillips, Executive Chairman of Northamber, commented:

"We are delighted to welcome Epatra into the Northamber group. There is a
strong synergy in strategic focus with existing Northamber business and we
look forward to working together with the Epatra team to drive strategic value
for all.

We are excited to continue to invest in driving profitable growth and
broadening our customer base into international markets.

The Board believes that there remain significant opportunity for further
suitable acquisitions in the sector, which should generate additional value
for Northamber's shareholders in the medium term."

Arjan Dekker, Director of Epatra Benelux, said:

"We are proud and excited to announce that Epatra Nederland is now part of the
Northamber Group. This strategic step strengthens our position in the BeNeLux
market and opens the door to new growth opportunities, both nationally and
internationally.

Together with Northamber, we are joining forces to serve our customers and
partners even better. Through targeted investments and synergies, we continue
to innovate, strengthen our market position, and drive sustainable growth.

This collaboration marks a new chapter in which we remain committed to
delivering high-quality audiovisual solutions and exceptional service. We look
forward to a future filled with innovation, growth, and new opportunities."

About EPATRA

Based on unaudited management accounts for the year ended 31 December 2024,
EPATRA had combined revenues of €16.7 million (£13.9 million), EBITDA loss
of €0.6 million (£0.5 million) and loss before tax of €0.6 million (£0.5
million).

Acquisition terms

The total amount payable is up to approximately €2 million. Northamber is
paying €1 for the issued share capital of each of EPATRA B.V. and Epatra
B.V. The Company is assuming responsibility for a loan of approximately
€1.22 million (£1.02 million), which is owed by Epatra and is to be repaid
to the Sellers in three equal tranches, the first being on completion and then
within 60 days and 180 days following completion. Additional payments of up to
€0.85 million (£0.71 milliion) may be due to the Sellers, that will be
determined by reference to, inter alia, gross profits and other trading
results of EPATRA, in the 3 year and 5 year periods following completion.

The SPA contains certain customary warranties and tax indemnities given by the
Seller in relation to EPATRA and its business, subject to agreed limitations.
 

Following the Acquisition, the EPATRA businesses will become wholly owned
subsidiaries of the Company.

Epatra has entered into a transitional services agreement with Lumen Vera B.V.
and Prehold B.V. , pursuant to which the Sellers have agreed to provide
certain transitional services to Epatra for a period of up to 36 months
following Completion.

Contacts:

 

 Northamber plc                                              Investor_relations@northamber.com (mailto:Investor_relations@northamber.com)

 Alex Phillips, Chairman

 Singer Capital Markets (Nominated Adviser and Sole Broker)  +44 (0) 20 7496 3000

 Philip Davies

 

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