|[June 13, 2014]
Luxfer Group Enters into Agreement to Acquire Two U.S. Businesses
SALFORD, England --(Business Wire)--
Luxfer Holdings PLC (Luxfer Group) (NYSE:LXFR), a global materials
technology company, announced today that it has entered into an
agreement to acquire the assets and business of Truetech, Inc. and of
Innotech Products, Ltd., private companies operating under similar
ownership, for an estimated $64 million, representing a multiple of
approximately eight times the expected EBITDA for 2014.
Closing is subject to required regulatory approvals, including those
covering key suppliers to the U.S. military. These approvals are
expected to take up to two months. Other Luxfer subsidiaries are already
approved suppliers to the U.S. military for other products.
Truetech and Innotech produce magnesium-based heating pads for
self-heating meals used by the U.S. military and emergency relief
agencies; an extensive line of self-heating meals, beverages and soups
used by military and civilian end-users; chemical agent detection and
decontamination kits; and seawater desalinization kits.
Luxfer will combine the businesses of Truetech and Innotech within
Luxfer Magtech Inc. (LMI), a new wholly owned subsidiary of Luxfer
Group. LMI will operate as part of Luxfer Group's Elektron Division.
Truetech operates a manufacturing and warehousing facility on a
company-owned site in Riverhead, New York, and Innotech operates a
leased product manufacturing, assembly and distribution facility in
The Truetech® Flameless Ration Heater (FRH) is used by U.S.
armed forces to heat Meals, Ready-to-Eat (MREs) for troops in the field.
Millions of FRHs are supplied annually under a long-term contract to
manufacturers of ready-to-eat military meals. Nearly two billion
Truetech ® heaters have been supplied to date across all
Truetech FRH technology uses no flame or electricity to generate heat.
When water reacts with the magnesium-iron heater pad, the FRH releases
enough energy to heat a pre-cooked meal in about 10 minutes. Spent
heaters are non-toxic and biodegradable.
Truetech and Innotech also offer food and beverage products for civilian
markets. These include four lines of self-heating HeaterMeals® that
contain nutritional entrees, snacks, desserts and juices. The companies
also market Café2Go® Self-Heating Beverage kits for making
hot coffee, tea, cocoa and soups, including brand-name varieties from
Nestle® and Unilever®.
Because all of these products require no refrigeration and have useful
shelf lives, they are used for outdoor activities, emergency
preparedness and disaster relief. End-users include the U.S. Department
of Homeland Security; the Federal Emergency Management Agency (FEMA);
first responders at federal, state and local levels; non-governmental
disaster-relief agencies, including the Red Cross; campers, hikers,
hunters, climbers and other outdoor enthusiasts; and workers at remote
construction sites. Government Food Service magazine has named
HeaterMeals (Innotech) in its list of top U.S. Government food suppliers.
Truetech also designs and produces a line of chemical detection and
decontamination products. Originally designed for military use, the
latest generation of these products is now also used by civilian
agencies to detect and identify chemical agents and to clean up
contamination. End-users include military personnel, firefighters, law
enforcement agencies, emergency medical services, hospitals, hazardous
material teams, disaster-relief teams, emergency services teams and
other first responders. Truetech also supplies training kits to the U.S.
military and emergency preparedness agencies to teach personnel how to
detect and identify chemical agents and toxins after an incident or
As part of its "survival" product line, Truetech also markets a handheld
seawater desalinization kit that uses a chemical reaction and filtering
process to transform as many as eight pints of seawater into drinkable
Luxfer CEO Brian Purves said: "This acquisition is firmly in our target
market of 'Protection' technologies, and is uniquely synergistic to both
arms of our Elektron Division. Our expertise in the design of magnesium
alloys should be beneficial to developing the next generation of
flameless heaters, and the adsorbent properties of our MELsorb®
zirconium chemicals are thought ideal to progressively improve the
active component of decontamination products. I am delighted that the
management team of Truetech and Innotech, with their long experience in
these products and markets, has agreed to join the board of Luxfer
Magtech Inc. to help us develop the business further over the next few
Joel Hockett, President and CEO of Truetech and Director of Innotech,
said: "It was time for these businesses to become part of a global
enterprise, and I look forward to seeing them develop within Luxfer
This press release contains forward-looking statements. Examples of such
forward-looking statements include, but are not limited to:
statements regarding Luxfer Group's results of operations and
statements of plans, objectives or goals of Luxfer Group or its
management, including those related to financing, products or
statements of future economic performance and
statements of assumptions underlying such statements. Words such
as "believes," "anticipates," "expects," "intends," "forecasts"
and "plans" and similar expressions are intended to identify
forward-looking statements but are not the exclusive means of
identifying such statements.
By their very nature, forward-looking statements involve inherent risks
and uncertainties, both general and specific, and risks exist that the
predictions, forecasts, projections and other forward-looking statements
will not be achieved. Luxfer Group cautions that a number of important
factors could cause actual results to differ materially from the plans,
objectives, expectations, estimates and intentions expressed in such
forward-looking statements. These factors include, but are not limited
to: (i) future revenues being lower than expected; (ii) increasing
competitive pressures in the industry; (iii) general economic conditions
or conditions affecting demand for the services offered by us in the
markets in which we operate, both domestically and internationally,
being less favorable than expected; (iv) the amount of indebtedness we
have incurred and may incur and the obligations to service such
indebtedness and to comply with the covenants contained therein; (v)
fluctuations in the price of raw materials and utilities; (vi) currency
fluctuations and hedging risks; and (vii) worldwide economic and
business conditions and conditions in the industries in which we operate.
Luxfer Group cautions that the foregoing list of important factors is
not exhaustive. These factors are more fully discussed in the sections
"Forward-Looking Statements" and "Risk Factors" in our annual report on
Form 20-F for the year ended December 31, 2013 filed on March 31, 2014
with the U.S. Securities and Exchange Commission. When relying on
forward-looking statements to make decisions with respect to Luxfer
Group, investors and others should carefully consider the foregoing
factors and other uncertainties and events. Such forward-looking
statements speak only as of the date on which they are made, and Luxfer
Group does not undertake any obligation to update or revise any of them,
whether as a result of new information, future events or otherwise.
About Luxfer Group
Luxfer is a global materials technology company specializing in the
design and manufacture of high-performance materials, components and
gas-containment devices for environmental, healthcare, protection and
specialty end-markets. Luxfer customers include both end-users of its
products and manufacturers that incorporate Luxfer products into
finished goods. For more information, visit www.luxfer.com.
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