Bateman Litwin Acquires Delta-T Corporation, a Leading US-based Bioethanol Technology Provider
Amsterdam, the Netherlands, 17 July 2007 – Bateman Litwin N.V. (“Bateman Litwin” or “the Group”) is pleased to announce that it has signed an agreement to acquire Delta-T Corporation (“Delta-T”), a leading US-based bioethanol technology provider, with a fast growing engineering, procurement and construction (“EPC”) division for a total consideration of US$45 million in cash and 11.8 million new ordinary shares in Bateman Litwin, subject to adjustment (the “Acquisition”). Completion of the Acquisition is subject to approval by Bateman Litwin shareholders at an Extraordinary General Meeting to be held on 21 August 2007.
Acquisition highlights:
The Acquisition accelerates several key areas of Bateman Litwin’s strategy:
combines the Group’s EPC and process engineering skills with one of the leading proprietary technologies in bioethanol production
enhances Bateman Litwin’s growing presence in environmental related technology and renewable energy markets
typical contract size of US$120-250 million plays to Bateman Litwin’s strengths
Delta-T’s backlog, as of 30 June 2007, amounted to ca. US$500 million adding substantially to Bateman Litwin’s existing backlog of ca. US$1 billion
Provides immediate, sizeable entry into the US ethanol construction market with forecast industry spend on new plants calculated to be worth more than US$10 billion by 2013
Creates a material platform for bioethanol market expansion into Europe, the Far East, CIS, and Australia
Expected to enhance earnings per share from the first full financial year of ownership
Information on Delta-T Corporation
Delta-T is a technology provider and constructor of biofuel processing plants. Delta-T was founded in 1984 by Mr. Bibb Swain, the current CEO. It is headquartered in Williamsburg, Virginia, USA and employs over 200 staff. Delta-T has pioneered ethanol development from an original focus on fuel ethanol to biofuels, refined alcohols and biorefinery advancements. With technology as its core competency, Delta-T’s business model has been extended to deliver technology products through EPC ‘design and build’ partnerships.
Delta-T has established a well-defined business model and has a major presence in the rapidly growing US and Canadian ethanol markets where it holds an estimated 25 per cent market share. Delta-T’s international focus is primarily on emerging fuel ethanol markets in China, India and Australia, and via Delta-T Europe, in Europe and the CIS.
Delta-T is one of the world’s leading designers of high-tech alcohol plants and refining systems that focus on low cost production and minimal environmental footprint. Its grain to ethanol plants produce no process waste water, and the water consumption is a world-leading 2.8 gallons per gallon of undenatured ethanol (vs. an industry average of 4.5 – 10 gallons). Delta-T’s newest Dried Distillers Grains with Solubles (“DDGS”) drying technology allows additional recycling of water for a further reduction of 50 per cent to only 1.5 gallons of water per gallon of undenatured ethanol produced. Delta-T has an exciting pipeline of new technologies near commercialization that should help to position its plants for the coming years as leaders in energy efficiency and low environmental emissions.
Financial Information and Terms of the Acquisition
In the financial year ended 31 December 2006, Delta-T reported revenues of US$213 million, EBITDA of US$6.1 million and profit before taxation of US$6.4 million under US GAAP. Delta-T has grown significantly with revenues in 2004 of US$8 million and in 2005 of US$25 million. At the end of 2006, Delta-T’s backlog of revenue still to be recognized for contracts in progress was US$454 million and had reached ca.US$500 million by the end of June 2007.
Bateman Litwin has agreed to acquire the entire issued share capital of Delta-T for a total consideration of US$45 million in cash and 11,800,000 new ordinary shares to be issued to the sellers. The shares will be locked-up for 12 months from closing.
Of the above shares, 3,933,334 shares will be issued on completion of the Acquisition. The remaining 7,866,666 shares will be placed in escrow with release dependent on financial performance milestones, indemnification obligations of the sellers and continued employment of the sellers for an additional three years from completion.
As a result of the Acquisition, Bateman Litwin will also acquire majority stakes in a number of related businesses.
The Board expects the transaction to enhance earnings per share from the first full financial year of ownership.
The acquisition is conditional upon approval by Bateman Litwin shareholders at an Extraordinary General Meeting to be held on 21 August 2007 with closing expected shortly thereafter. Subject to this approval, Delta-T’s financial reports will be consolidated to the Group effective 1 April 2007.
Financing the Acquisition
Bateman Litwin intends to fund the Acquisition using existing cash resources including a portion of the cash earmarked for acquisitions at the time of its IPO in May 2006. Bateman Litwin may also look to place not more than 5 per cent of its issued share capital with institutional investors in the near term to part fund the transaction.
Group Structure Post Acquisition
On completion, Delta-T will retain its brand name and report as part of the Energy Division of the Group. Rob Swain, currently President of Delta-T will become its CEO reporting directly to the CEO of Bateman Litwin - Shuki Raz, and Bibb Swain, currently CEO will become Chairman of Delta-T and serve as its Technical Director.
Current Trading for Bateman Litwin
Trading in the second half of the financial year has continued in line with management’s expectations.
At 30 June 2007 the Group’s backlog was approximately US$ 1 billion. The total value of contracts awarded in the 2007 financial year amounted to over US$750 million. Recent orders placed with Bateman Litwin include a US$330 million contract relating to the Ma’aden Wet Phosphoric Acid Plant in Saudi Arabia, and a €220 million GRT gas contract relating to the construction of five gas compressor stations in France. In addition backlog growth reflects change orders to existing projects and a number of awards in the Advanced Technologies Division. Integration of all recent acquisitions remain on track. Demand for our services continues to be underpinned by solid markets in the Energy, Phosphate and Solvent Extraction dependent sectors.
Commenting on the Acquisition, Shuki Raz, Chief Executive of Bateman Litwin, said:
“This acquisition is an exceptional step forward for Bateman Litwin. It supports our strategy by adding a contiguous field of process engineering as well as a new proprietary technology to our product offering. It also provides the Group with a powerful position in the fast growing renewable energy market. Bateman Litwin floated in 2006 with the ambition to grow both organically and through acquisition. This transaction combines both objectives, and positions Bateman Litwin as a leader in the rapidly developing services industry for biofuels.
We are delighted to welcome Delta-T and its workforce to the Group. Delta-T is an outstanding technologist in its field and a leading EPC and EPT (engineering procurement and technology) provider in the USA, with an estimated 25 per cent market share in the bioethanol services sector. We look forward to it achieving the growth aspirations it has deservedly set itself as part of the Bateman Litwin Group.”
Rob Swain, President, Delta-T said:
“The acquisition brings significant resources, capital and expertise to accelerate our quest to become the leading technology provider in the major fuel ethanol markets around the world. It will also enhance the value we bring to customers by offering EPC solutions with a company that is world class in delivering EPC projects on time and within budget.”
A conference call for analysts and investors, to be hosted by Roy Franklin, Shuki Raz, Eyal Cohen, Rob Swain, and Bibb Swain will take place today, 17 July 2007, at 11:00 BST. The dial-in number is +44 (0) 1452 561 263. A replay of the call will be available from 14:00 BST on +44 (0) 1452 55 00 00, access number: 7130568#.
Bateman Litwin will announce a full trading update for the year ended 30 June 2007 on 30 July 2007.
Notes to Editors:
About Bateman Litwin N.V.
Bateman Litwin N.V. is a mid-sized Oil, Gas, Power and Renewable Energy EPC (engineering procurement and construction) contractor and a proprietary technology provider in the Renewable Energy and the Phosphate and Solvent Extraction dependent industries. It is increasingly furthering its reputation by combining its world class EPC skills with its leading technology expertise. To find out more, visit Bateman Litwin at: www.bateman-litwin.com
About Delta-T Corporation
Headquartered in Williamsburg, Virginia, Delta-T is a design-build firm that provides proprietary technology, plants, systems, and services to the fuel, beverage, industrial, and pharmaceutical alcohol markets. Delta-T has provided alcohol production, dehydration and purification/refining solutions to more than 120 clients worldwide on five continents. Delta-T grain based fuel ethanol plants are considered the most environmentally friendly with zero discharge of process wastewater and the lowest water and energy consumption. The company has a robust portfolio of new technology in development with a focus on biorefinery concepts, energy reduction, and cellulose to ethanol, all of which show promise of significantly reducing alcohol production costs versus the best plants of today.
Some of Delta-T’s past and current clients include Cargill, Sasol, BP Chemicals, Monsanto, Kraft Foods, Equistar Petrochemicals, Minnesota Corn Processors (now ADM), Pine Lake Corn Processors, Ace Ethanol, Pacific Ethanol, Aventine, Biofuel Energy, Amylum Group, Global Ethanol, Altra Biofuels, Berggruen Holdings, Commercial Alcohols, and Terra Grain Fuels. Visit Delta-T at: www.deltatcorp.com
Enquiries:
Bateman Litwin
Shuki Raz, Chief Executive Officer Eyal Cohen, Chief Financial Officer Ingrid Boon, Investor Relations Manager Tal Rappoport, Marketing Communications
Patrick Handley Tel: +44 (0)20 7404 5959 Deborah Spencer
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