TXT acquires Pace GmbH
February 29 2016 - 1:15PM
Italian Regulatory (Text)
PRESS RELEASE
TXT e-solutions acquires PACE GmbH, an innovative software
specialist serving Aerospace and Airline industries worldwide
Milan, 29 February 2016 TXT e-solutions, a specialist in advanced
aerospace software through its Next Division, has signed today the
agreement for the acquisition of Berlin-based PACE Aerospace
Engineering and Information Technology GmbH. Preliminary
consolidated results for PACE in 2015 show revenues of 7.3 m
(+20.4% YoY) of which 57% are license, maintenance and
subscription fees and EBITDA of 0.8 m, after expensing 1.7 m in
R&D. Consideration for the transaction, in which TXT is
initially purchasing 79% of PACE shares from its financial
investors eCAPITAL AG, Strategic European Technologies NV, and IBB
Beteiligungsgesellschaft mbH, will be 5.6 m paid in cash from
available liquidity at closing. The transaction is expected to
close, subject to completion of customary corporate activities, on
or about April 1st 2016. Consolidated Net Financial Position of
PACE at closing is estimated positive by 1.7 m. The consideration
for the transaction will be adjusted with additional cash payments
in 2016 and 2017, based on economic results from PACE operations,
estimated at about 1.9 m. The accounts of PACE and TXT will be
consolidated as of Q2, 2016. The three founders and Managing
Directors Michael Kokorniak, Dr. Oliver Kranz and Alexander
Schneegans, will remain shareholders of PACE for the remaining 21%.
The agreement includes a put-call option for the shares to be
exercised in the period 20202021, at a price based on future PACE
economic results and multiples substantially aligned to those of
the initial transaction. After the acquisition PACE will continue
to trade under its name and the three founders will continue to
operate as Managing Directors to drive the future growth of the
company. PACE employs 70 highly skilled people mostly in Berlin,
with operations in the aerospace hubs of Toulouse (F) and Seattle
(USA). PACE, founded in 1995, serves the aerospace and aviation
industries world-wide, providing innovative, proprietary software
and services that help design, configure, evaluate and operate a
growing portion of the global aircraft fleet. Major areas of
application are preliminary aircraft and systems architecture
design, aircraft and cabin configuration, aircraft economics and
route analysis and innovative Electronic Flight Bag tools to
improve operational efficiency. PACE customer base of over 50 large
companies includes top aircraft and engine manufacturers, airlines,
civil and defence operators, Maintenance, Repair & Overhaul
(MRO) companies, such as Airbus (D and F), Boeing (USA), Safran
Group (F), GE Aviation (USA), COMAC (China), Sukhoi (Russia),
Embraer (Brasil), Rolls-Royce (UK), Air France & KLM
Engineering (F), Lufthansa (D) and Delta Air Lines (USA).
TXT e-solutions S.p.A. Via Frigia, 27 - 20126 Milano (Italy) Tel.
+39 02 25771.1 Fax +39 02 2578994 www.txtgroup.com
PRESS RELEASE
The combined TXT Next + PACE operation has a potential market of
over 300 large customers world-wide, an experienced, well
referenced team of 350 specialists, innovative software products
and rare competencies, which span the entire product lifecycle of
the Aeronautics industry, across its entire supply chain and
segments: fixed and rotary wings, civil transportation, specialty
and defence. The competencies of TXT's Next Division in onboard
software, simulation, training systems and advanced manufacturing
for aerospace are completely complementary to PACE's expertise and
product offering. Commenting on the transaction, Michael Kokorniak,
one of the three founders and Managing Director of PACE, said:
"Joining forces with TXT will boost our ability to pioneer
innovative technologies to strengthen and expand our product
portfolio. We founders are really excited about this new chapter of
our company and this tremendous opportunity to support our
customers with even more advanced solutions and services." "We are
delighted about the favourable development of PACE which we were
able to accompany over the last few years," summarized Paul-Josef
Patt, CEO of German venture capital firm eCAPITAL entrepreneurial
Partners which until now was the largest shareholder of PACE. Patt
led the exit negotiations on behalf of the shareholders and
foresees a continued prosperous future for the company: "I am
convinced that the acquisition and support by TXT will allow PACE
to reach the next level of progress. For this aspiration eCAPITAL
wishes the founders and team of PACE as well as the new majority
owner great success." TXT's Chairman Alvise Braga Illa commented:
"We are teaming up with an extremely competent group of people, who
share our ethical and professional values of outstanding service
and quality in critical missions. PACE's founders and managers are
profoundly motivated to innovate and achieve profitable,
self-sustainable growth for the company. This transaction
strengthens TXT Next as a pole of future growth and a player of
greater value to shareholders, alongside our increasingly
successful TXT Retail Division. "
TXT e-solutions is an international specialist in high-value,
strategic software and solutions for large enterprises. The main
business areas are: Integrated & Collaborative Planning
Solutions, with the TXT Perform Division, especially for Luxury,
Fashion, Retail and Consumer Goods; Software for Complex Operations
& Manufacturing, with the TXT Next Division, for Aerospace,
Defence, High-Tech and Finance. Listed in the Star Segment of Borsa
Italiana (TXT.MI), TXT is based in Milan and has offices in
Australia, Canada, France, Germany, Hong Kong, Italy, Singapore,
Spain, United Kingdom and United States. In 2015 TXT e-solutions
Revenues were 61.5 million and employed about 700 people.
For information: TXT e-solutions SpA Paolo Matarazzo CFO Tel. +39
02 25771.355 paolo.matarazzo@txtgroup.com
TXT e-solutions S.p.A. Via Frigia, 27 - 20126 Milano (Italy) Tel.
+39 02 25771.1 Fax +39 02 2578994 www.txtgroup.com
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