International infrastructure and environment services group, Cardno Limited (ASX: CDD) today announced the acquisition of EM-Assist, Inc. a 150-person environmental services and compliance management firm, headquartered near Sacramento, California, USA.
Cardno will pay up to US$14.25 million for the purchase of EM-Assist. Around ten percent (10%) of the purchase price is subject to attainment of performance targets over the next 12 months with an additional nine percent (9%) of the purchase price deferred for 18 months.
The acquisition is expected to contribute around US$15 million in revenue and US$2.8 million in EBITDA in FY13 and add 150 staff to Cardno’s existing operations in the Americas. The acquisition will be earnings per share accretive in FY13 and have an effective date of 1 July 2012.
Cardno Managing Director, Andrew Buckley said the acquisition will further expand the group’s expertise in environmental management in both the defence and private sector markets.
“The addition of EM-Assist further strengthens Cardno’s capabilities to support defence agencies in the US, Australia and globally.”
“EM-Assist specialises in environmental management and compliance services, encompassing air quality, hazardous materials, hazardous waste and environmental restoration. In addition they market a portfolio of software products which augment their core service offerings. Such products are used by their clients to manage environmental information associated with compliance with federal, state, and local environmental laws and regulations.” Mr Buckley said.
EM-Assist’s strong client base including the U.S. Air Force, U.S. Marine Corps and the U.S. Army Corps of Engineers complements that of Cardno TEC which was acquired by Cardno in October last year.
“Cardno is well positioned to support the U.S. Department of Defense in meeting the challenges of re tasking their existing installations within the US as they address both budget constraints and a shift towards training and redeployment in the Pacific region.” Mr. Buckley said.
Lynn Meland, President of EM-Assist, commented that her firm was excited about joining Cardno. “Our clients will see an immediate increase in our ability to provide a more extensive array of integrated services and solutions, customised according to their perspectives and needs. We see this as an opportunity to provide our existing clients with access to additional quality services”.
In line with Cardno’s proven strategy, EM-Assist’s key management will become Cardno shareholders and will remain active in the company. EM-Assist will become known as Cardno EM-Assist.
The acquisition will be funded by an approximate mix of 97% cash and 3% shares. Around 48,000 shares will be issued at a price of $7.53. The cash component will be funded from available cash and debt facilities. Shares to be issued as part of the deferred payments and earn-out will be based on the 10 day volume average weighted price at the time of payment.
This announcement follows the earlier announcement today that Cardno has acquired Marshall Miller and Associates (MM&A) and last week’s disclosure that Cardno Limited expects to report a Net Profit After Tax (NPAT) of between $71 million and $74 million for the year ending June 2012, an increase of 21% to 26% on the previous financial year NPAT of $58.8m.
Mr Buckley noted that following this acquisition, and the acquisition of MM&A announced earlier today, Cardno’s position remains strong and able to support further growth.
With the latest acquisitions, Cardno staff numbers now exceed 7,000 operating from more than 300 offices in 85 countries around the world.
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For further information please contact:
Mr Andrew Buckley
Ph: +61 (0)7 3369 9822
Mobile: +61 (0)412 059 526
Chief Financial Officer
Ph: +61 (0)7 3369 9822
Mobile: +61 (0)408 756 790
Cardno is an ASX 200 listed professional infrastructure and environmental services company, with specialist expertise in the development and improvement of physical and social infrastructure for communities around the world. Cardno’s team includes leading professionals who plan, design, manage and deliver sustainable projects and community programs. Cardno is an international company, listed on the Australian Securities Exchange [ASX: CDD]. www.cardno.com