Digital Barriers plc Acquisition of Visimetrics (UK) Limited (9118U)
January 07 2013 - 2:00AM
UK Regulatory
TIDMDGB
RNS Number : 9118U
Digital Barriers plc
07 January 2013
RNS
7 January 2013
Digital Barriers plc
Acquisition of Visimetrics (UK) Limited
Digital Barriers plc (AIM: DGB, "Digital Barriers" or the
"Group"), the specialist provider of advanced surveillance
technologies to the homeland security and defence sectors, is
pleased to announce the acquisition of Visimetrics (UK) Limited
("Visimetrics"), including its subsidiary OmniPerception Limited
("OmniPerception"), (the "Acquisition").
Founded in 1996 and based in Prestwick, UK, Visimetrics develops
and manufactures high-performance digital video recording, storage
and management systems for video surveillance systems. Its
customers include law enforcement, criminal justice, defence and
other public sector organisations. Its Guildford (UK) based
subsidiary, OmniPerception - with whom Visimetrics merged in April
2012 - is an industry leader in the design and development of
facial recognition video systems and advanced image processing
systems. OmniPerception's products include:
-- the Checkpoint and Checkpoint.S series of consensual and
standoff facial recognition cameras;
-- the Colossus identity checking system for identity management and law enforcement; and
-- the Magellan advanced image analysis and recognition solution.
Terms of the Acquisition
Under the terms of the Acquisition, Digital Barriers has
acquired the entire issued and to be issued share capital of
Visimetrics, including OmniPerception, for an initial cash
consideration of GBP3,300,000 (on a debt free, cash free basis),
paid to the vendors of Visimetrics upon completion of the
Acquisition.
Dependent upon the successful satisfaction by Visimetrics of
certain financial and operational targets in the period from
completion of the Acquisition to 31 December 2014, deferred
consideration of a further GBP4,700,000 may be paid by Digital
Barriers; the majority of any such deferred consideration will be
paid in Digital Barriers shares, with the remainder paid in cash,
although the board of directors of Digital Barriers (the "Board")
can at its discretion elect to pay any deferred consideration fully
in cash.
Rationale for the Acquisition
The Board intends to develop biometrics and identity management
as a fourth, core strategic technology area, adding to the TVI
advanced video surveillance, ThruVision standoff passive screening
and RDC unattended ground sensor technologies already within the
Group, alongside a wider range of enabling technologies and
capabilities.
The acquisition of OmniPerception's world-class facial
recognition technology presents the Group with a compelling
opportunity to develop its solutions in this space, by introducing
products that will integrate OmniPerception's technology with
others from within the Group. In addition, Visimetrics' range of
video management products will complement the Group's existing
video surveillance offerings in the law enforcement, defence and
transportation sectors.
Financial information
Visimetrics' combined and unaudited results for the twelve
months to 30 September 2012 show turnover of GBP1.76 million with a
loss of GBP1.29 million. As with other acquisitions, the Board has
identified actions to deliver revenue growth and cost synergies,
which it believes can significantly improve this operational
performance in the short to medium term through integration of the
business into Digital Barriers' central functions and access to its
international sales platform. As at 30 September 2012, Visimetrics
had net assets of GBP0.21 million (unaudited).
Zak Doffman, Development Director of Digital Barriers
commented:
"Visimetrics and OmniPerception bring an impressive range of
additional technologies into the Group, including advanced facial
recognition and identity management solutions, helping us establish
a fourth key technology area. This is an area of significant
interest for Digital Barriers and we see compelling opportunities
to take facial recognition solutions to our customers around the
world.
"We are seeing biometric identity recognition becoming an ever
more important technology within the security and defence sectors,
and we believe that OmniPerception has a world-class offering that
presents a genuinely unique standoff facial recognition solution.
In combining this technology with other capabilities from across
the Group, we can bring a range of new and differentiated solutions
and capabilities to the marketplace."
For further information please contact:
+44 (0)20 7940
Digital Barriers plc 4740
Tom Black, Executive Chairman
Colin Evans, Managing Director
Zak Doffman, Development Director
+44 (0)20 7597
Investec Investment Banking 5970
Andrew Pinder / Dominic Emery
+44 (0)20 7831
FTI Consulting 3113
Edward Bridges / Matt Dixon / Elodie
Castagna
About Digital Barriers:
Digital Barriers provides advanced surveillance technologies to
the international homeland security and defence markets,
specialising in 'edge-intelligent' solutions that are designed for
remote, hostile or complex operating environments. We work with
governments, multinational corporations and system integrators in
the defence, law enforcement, critical infrastructure,
transportation and natural resources sectors. Our surveillance
technologies have been successfully proven on some of the most
demanding operational and environmental deployments around the
world.
www.digitalbarriers.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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