Vislink Acquisition Of Pebble Beach Systems

19 March 2014

Vislink plc has completed the acquisition of Pebble Beach Systems for a total consideration of £14.9 million, comprising £12.9 million payable in cash and £2.0 million represented by the issue of 4,700,904 new Vislink ordinary shares at a price of 42.545 pence per share, being the average mid-market closing price of Vislink's shares for the last 25 business days before, but not including, the day of completion. Pebble Beach Systems has been purchased with in excess of £5.9 million cash on the balance sheet, resulting in an effective net consideration of £9.0 million.

The cash consideration will be funded out of existing Group resources and a new £10.0 million debt facility ("Facility"). The Facility has a three year tenor and is split into a £3.0 million amortising term loan and a £7.0 million flexible revolving credit facility. The Facility charges are on normal commercial terms.

Founded in 2000, and employing over 60 staff, Pebble Beach Systems is a leading developer and supplier of automation, 'channel in a box' and content management solutions for TV broadcasters, cable and satellite operators. The business is headquartered in Weybridge, Surrey with offices in the USA, Dubai and Singapore.

Pebble Beach Systems has developed a portfolio of market leading software products, which have the flexibility to support a wide range of broadcast applications. Its automation products are suitable for multichannel playout as well as high pressure live programming environments such as news or sports, whilst supporting new technologies such as HD, IPTV and interactive television. Clients include TV Globo Brazil, MBC UAE, Fox News, KCET USA, Banderaintes Brazil, OSN UAE, Viasat UK and ZDF Germany, with installations in over 60 countries.

The acquisition of Pebble Beach Systems will move Vislink into the provision of software solutions for playout with advanced software technology. The Company's existing capabilities of offering broadcasters wireless communication systems for the capture of live TV coverage of news, entertainment and sports events will now be complemented with world class television automation and media management services for broadcast studios. Vislink will now be able to offer broadcasters a complete 'scene to screen' solution. Furthermore Pebble Beach Systems will gain from access to significantly increased sales channels through the global network of over 900 broadcasters that Vislink works with as well as its international network of offices.

The total consideration for Pebble Beach Systems is £14.9 million with Pebble Beach Systems shareholders investing £2.0 million of the consideration in new Vislink ordinary shares, which are to be held for a minimum of 2 years from completion. The Pebble Beach Systems business will continue to operate as a stand-alone unit within the Vislink Group and its founders, who will continue to manage the business, will be staying with the Company and assisting Vislink in expanding its software capability as a Group.

Pebble Beach Systems benefits from long term contracts with clients and for the 12 months ended 30 June 2013, its audited accounts recorded turnover of £5.64 million, EBITDA of £1.30 million and profit before tax of £1.30 million. Net assets were £4.37 million and it has in excess of £5.9 million in cash on its balance sheet at the time of completion. The transaction will be immediately earnings enhancing.

Application will be made shortly to the London Stock Exchange for 4,700,904 new ordinary shares to be admitted to trading on AIM pursuant to the vendor share consideration. It is expected that Admission will become effective on 25 March 2014.

Following the issue of the 4,700,904 new ordinary shares, the issued share capital of the Company will be 118,603,134 ordinary shares of 2.5p each. This figure 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 share capital of the Company under the Disclosure and Transparency Rules.

Commenting on the acquisition, John Hawkins, Vislink's Executive Chairman, stated: "Pebble Beach Systems is a perfect fit given our focus on product leadership and it will enable us to offer our global broadcasting clients a complete scene-to-screen solution. Additionally, the acquisition fits perfectly into our long term strategy of acquiring software and services capability that we hope to drive recurring revenues for the Group."

Peter Hajittofi, Managing Director of Pebble Beach Systems, commented: "We are delighted to be joining the Vislink Group, It has a fantastic global tier 1 client base in the broadcast sector that will give us an excellent platform for accelerated growth."