News Release
The Carlyle Group and Applus+ Group Launch a Recommended Cash Offer for Velosi
The Carlyle Group continues to invest in securing the leadership and the presence in growth markets of its portfolio company
Velosi is listed on Alternative Investment Market (AIM) in London.
- With a presence in Asia, the Middle East, Africa, Europe and North America, Velosi is a leading provider of inspection, quality assurance, certification and testing services to the oil and gas industry. Velosi reported revenues of $184 million for the year ended 31 December 2009.
- As a result of the acquisition, the Applus+ Group will have reinforced its presence in emerging markets and broadened its service portfolio to the energy industry.
- Following the acquisition, the Applus+ Group will generate revenues in excess of €1 billion with 70% of its revenues coming outside of Spain.
BARCELONA/LONDON – Global alternative asset manager The Carlyle Group and its portfolio company Applus+, a leading multinational in testing, inspection, and certification services, announced today the submission of a recommended cash offer by Azul Holdings 2 S.a.rl, a company of the Applus+ Group, for the entire issued and to be issued share capital of Velosi, a leading provider of inspection, quality assurance, certification and testing services to the oil and gas industry listed on AIM.
The cash offer price of 165 pence per Velosi share represents a premium of 60.3% to its average closing price over the month prior to and including 8 December 2010. The offer has been recommended by the independent directors of Velosi and irrevocable undertakings to accept the offer have been received from shareholders representing approximately 53% of the issued share capital of Velosi. The recommended offer values Velosi at approximately €105 million.
Applus+ Group currently operates in the fields of vehicle inspection, engineering services for the automotive industry, non-destructive testing, industrial inspection and testing and certification services.
The takeover bid on Velosi confirms the strong commitment of The Carlyle Group to the growth and internationalization of Applus+, which it acquired in late 2007. Following this acquisition, Applus+ Group international activities will account to over 70% of turnover.
In the words of Alex Wagenberg, Managing Director of The Carlyle Group, "As expected at the time of its investment in Applus+, The Carlyle Group has been supportive of an accelerated growth and acquisition strategy to transform Applus+ into a global leader in its areas of competence. The acquisition of Velosi, with the additional financial support of The Carlyle Group and its partners, is the most important step to date in achieving that strategy. We are very excited about the prospects for the enlarged Applus+ Group as it works with Velosi and its highly regarded management team in very attractive growth markets."
Velosi is headquartered in Jersey and operates globally through a network of 63 offices in 39 countries. Velosi had revenues of US$183.6 million in 2009 and $94.5 million for the first six months of the current financial year. Following the acquisition, the enlarged Applus+ Group will generate revenues in excess of €1 billion and expand into new regions within the Middle East, Asia and Africa bringing the activities of the enlarged group to over 60 countries.
For Joaquim Coello, Applus+' CEO, "Velosi is a leader in its field, has a very experienced and well respected management team which has an impressive track record of growth and client service worldwide. The addition of Velosi to the Applus+ Group, led by its current management, will strengthen our international presence and leadership in several of our current activities. This acquisition will complement our services to Applus+ clients in the energy industry currently focused on non-destructive testing services worldwide and on inspection and technical assistance services mainly in Europe and South America, as well as provide Velosi with access to additional products and technologies for its client base."
Commenting on the offer Dr Nabil Abdul Jalil, Velosis’ CEO, said that "The integration within the Applus+ Group is an important step for Velosi, which will become part of a global multinational leader in testing, inspection and certification. With this integration, Velosi will have the business and economic support to enter new markets by offering the guarantee of a group with more than €1 billion in turnover. Enormous opportunities are opened to Velosi in terms of exploiting synergies with other divisions of Applus+ worldwide."
Commenting on the Offer John Hogan, Velosi’s Non-executive Chairman said: "This is an attractive Offer for Velosi Shareholders. The Independent Directors are unanimous in recommending that Shareholders accept the Offer which represents a 61.4% per cent. premium to yesterday’s share price and, being a cash offer, provides certainty to all Velosi Shareholders. Becoming part of the Applus Group will significantly enhance Velosi’s ability to achieve its commercial objectives in the current market environment, which realistically would be less achievable if the Company continues to operate
independently."
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THE CARLYLE GROUP
The Carlyle Group is a global alternative asset manager with $97.7 billion of assets under management committed to 76 funds as of September 30, 2010. Carlyle invests across three asset classes - private equity, real estate and credit alternatives - in Africa, Asia, Australia, Europe, North America and South America focusing on aerospace & defense, automotive & transportation, consumer & retail, energy & power, financial services, healthcare, industrial, infrastructure, technology & business services and telecommunications & media. Since 1987, the firm has invested $64.7 billion of equity in 1,015 transactions. The Carlyle Group employs more than 900 people in 19 countries. As of June 30, 2010, in the aggregate, Carlyle’s portfolio companies have more than $84 billion in revenue and employ more than 398,000 people around the world. Web: www.carlyle.com; Video: www.youtube.com/OneCarlyle
APPLUS+
Applus+ is a leading testing, inspection and certification services company. It is also one of the ten largest companies in the field of conformity assessment worldwide and the leading Spanish multinational in that area. The company holds global leadership positions in the fields of vehicle inspections and nondestructive testing, and is among the first in Europe in inspection, technical assistance and testing services. The company, that employs 11,000 people, has presence in 5 continents and provides services to more than 14 industries, is integrated in Carlyle’s portfolio and is also participated by a local consortium led by Catalunya Caixa. Carlyle has recently announced its intention to nominate Joaquim Coello, Applus+ current CEO, as Chairman and Fernando Basabe as Applus+ CEO. www.applus.com
VELOSI
Velosi is the AIM quoted provider of Testing, Inspection and Certification services to major national and multinational oil and gas companies. Velosi operates from 39 countries on a global basis supporting major oil and gas companies to develop new and maintain existing infrastructure projects. Increasing industry and public focus on the importance of safety and protection of the environment has led to significant investment in ensuring plant, equipment and structures are safeguarded to the highest standard. As a result Velosi has expanded during the last years to meet demand, opening new offices and adding additional services, and continues to look for new opportunities. In 2009, the Company generated revenues of $184 million up fourfold since 2006. www.velosi.com
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