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Orica Acquires Excel Mining Systems

Monday, September 24th, 2007

Orica Limited announce that it has signed an agreement with a consortium led by affiliates of Snow Phipps Group, LLC, to acquire all of the Excel Mining Systems LLC business for approximately US$670 million (A$775 million), subject to closing adjustments.
Excel is the leading manufacturer and distributor of specialty bolts and accessories for strata support in underground mining in the USA. Excel’s annual sales are in excess of US$240 million (A$277 million) and it has approximately 325 employees, the majority of which are employed at strategically located production facilities. A number of Excel’s customers are also customers of Minova and Orica Mining Services.
The key senior management of Excel are very experienced and will remain with the business.
Specifically, the acquisition:
– combines the USA leaders in specialty bolts (Excel) and resin products (Minova);
– is highly complementary with Minova’s product offering;
– offers synergy benefits in the USA through operational and administrative efficiencies;
– provides significant scale and expertise from which to build a leading global underground specialty bolt business, leveraging Minova’s platform; and
– meets all of Orica’s strategic and investment criteria.
“The opportunity to acquire the Excel business is consistent with our strategy of growing our business close to the core in markets that we believe have a long term growth outlook.
Globally there is a trend toward underground mining and, importantly for Orica, an increasing focus on safety. These trends are very positive for the future growth of Minova and Excel.
The combined leading positions of Minova with its chemical based strata products and Excel’s metal based specialty products, provides Orica with a springboard for new growth opportunities,” Orica Managing Director and CEO, Graeme Liebelt said.
Financial impact of Excel
The acquisition will be EPS accretive (post significant items) immediately.
Cost, revenue and other benefits are expected to reach approximately US$50 million (A$58 million) per annum by year three. These include plant optimisation, elimination of duplicate administration, improved supply chain, tax benefits and leveraging the respective customer bases of Minova and Excel with combined and enhanced product offerings. Importantly Excel provides the technology and expertise to introduce metal based strata products into existing geographic regions currently serviced by Minova. Orica estimates total implementation costs to achieve these synergy benefits of US$55 million (A$64 million) including US$25m (A$29 million) of capital expenditure.
A separate dedicated project team, similar to our successful Dyno Integration Team, will be established to manage the integration and deliver the synergy benefits. The operations of Minova and Excel will report to a combined single management team, which will report to Orica CEO and Managing Director, Graeme Liebelt.
Orica’s purchase price of approximately US$670 million (A$775 million) subject to closing adjustments represents a multiple of approximately 9.9 times Last Twelve Months EBITDA and 7.3 times pro forma EBITDA for the same period after allowing for the full amount of synergy benefits, excluding tax referred to above.
Transaction timing
Orica’s acquisition of Excel is subject to regulatory approval in the USA. The transaction is expected to close in the fourth quarter of calendar 2007.
The acquisition will be funded primarily from existing debt facilities, supplemented by an underwritten Dividend Reinvestment Plan. This funding package has been designed to support Orica’s BBB+ credit rating.
“The acquisition of Excel is highly complementary with our existing Minova business and creates growth opportunities through geographic expansion and the ability to offer customers the complete product offering.” Mr Liebelt said.
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