TIDMDWHT 
 
RNS Number : 4210O 
Dewhurst PLC 
30 June 2010 
 
                   Dewhurst PLC (the "Company" or "Dewhurst") 
  Acquisition of stakes in Elevator Research & Manufacturing Corp. and Winter & 
                            Bain Manufacturing, Inc. 
Dewhurst PLC, an independent supplier of quality components to the lift, keypad 
and rail industries, is pleased to announce the acquisition of stakes in 
Elevator Research & Manufacturing Corp. ("ERM") and Winter & Bain Manufacturing, 
Inc. ("W&B"), both Californian corporations which specialise in the elevator 
market. 
ERM is a fixture and controller manufacturer which provides a range of products 
to the elevator market. W&B supplies elevator cabs, hydraulic packages and 
related parts to the elevator industry. Both companies are under common 
ownership. 
The acquisition of these stakes in ERM and W&B demonstrates the Company's 
commitment to continue to expand its international operations.  Part of the 
Company's strategy over recent years has been to seek to add additional fixture 
businesses around the world that can act as an outlet for sales of the Company's 
components and add value with local supplies and support for customers.  The 
Company also aims to sell a wider range of products to its existing customers. 
The ERM acquisition provides an additional fixture business for the Company in 
the established market of the US west coast.  ERM is already a customer of 
Dewhurst, so this acquisition will not generate additional component sales, but 
it will secure those sales.  The W&B acquisition provides Dewhurst with the 
ability to sell complementary products to customers across the North American 
market. 
The key terms of the deal are as follows: 
·      The Company has acquired the stakes of Lynn Park (held by Lynn and 
Susanne Park Trust) in ERM (25%) and W&B (41.67%) for a total cash consideration 
of US$1million with effect from 1 July 2010. Lynn Park will retire from the 
business and has agreed to certain restrictive covenants for a period of 3 
years. 
·      The Company has also agreed with the two remaining shareholders in ERM 
and W&B, Ed Park (shares held in the name of Frank Edward Park Revocable 
Separate Property Trust) and Clive Mann (shares held in the name of Mann Family 
Trust), that it shall purchase their entire shareholdings in ERM and W&B no 
later than 1 July 2014. There are also provisions in the agreement for Dewhurst 
to purchase this balance of the shares in ERM and W&B earlier in certain 
circumstances, such as the death or disability of Ed Park and Clive Mann. The 
consideration, to be payable in cash, will be the greater of (a) 3 times the sum 
of EBITDA of the best 2 consecutive financial years prior to the sale less net 
debt; or (b) $2,017,000 for Park's shares and $1,067,000 for Mann's shares 
subject to certain discounts depending on the profit before tax for the 
financial years prior to the sale. 
·      Richard Dewhurst will be appointed as a director of both ERM and W&B. 
Following the sale of Ed Park's and Clive Mann's shares, they may continue to be 
employed in the business for 12 months, and will be on 12 months' notice, 
following which they will be subject to certain restrictive covenants. 
In the year ended 31 December 2008 (the most recent filed financial 
information), ERM made a profit before tax of US$445,421 on turnover of 
approximately US$4,932,222 and W&B made a profit before tax of US$213,281 on 
turnover of approximately US$4,697,748. 
The acquisition of the stakes in ERM and W&B, due to its size relative to the 
Company, is deemed to be a substantial transaction under the AIM Rules. 
Commenting on the acquisition, Richard Dewhurst, Chairman of the Company, said: 
"We have known the management team at ERM and W&B for many years and believe we 
share many common values.  Adding these businesses to the Dewhurst group should 
enable us to grow our market share in the important US market.  As ERM already 
uses Dewhurst components the business should be relatively easy to assimilate 
into the group in due course.  Clive Mann used to work for the Company's 
Canadian subsidiary and I will look forward to working with him again.  I also 
look forward to working with Ed Park who is a highly respected member of the 
North American Elevator industry." 
For further details please contact: 
+------------------------------------+------------------------+ 
|  Dewhurst Plc                      | Tel: +44 (0) 208 607   | 
|                                    | 7364                   | 
+------------------------------------+------------------------+ 
| Jared Sinclair                     |                        | 
+------------------------------------+------------------------+ 
| Seymour Pierce Ltd                 | Tel: +44 (0) 207 107   | 
|                                    | 8000                   | 
+------------------------------------+------------------------+ 
| Nicola Marrin/Stewart Dickson      |                        | 
+------------------------------------+------------------------+ 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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