Synectics Regulatory News (SNX)

Quadnetics Group plc

Acquisition of Indanet AG

Quadnetics Group plc ("Quadnetics" or the "Company") (AIM: QDG) a leader in advanced surveillance technology and security networks, announces that it has agreed to acquire 100% of the issued share capital of Indanet AG ("Indanet"), a leading German provider of integrated surveillance and security management systems to the transport industry, for a maximum total consideration of €10 million. Consideration of €2 million in cash was paid on completion for an initial tranche of shares equivalent to 51% of Indanet's issued share capital. Further consideration of between €1 million and €8 million for the remaining 49% of Indanet will be payable in three tranches between 2013 and 2015, dependent on Indanet's profits for the period from completion to 31 May 2015. A maximum of €3.5 million of this further consideration may be paid, at Quadnetics' option, in new Quadnetics ordinary shares with the remainder in cash. The cash element of the consideration will be funded from existing resources and from an extension of Quadnetics' existing bank facilities.

The major customers of Indanet, which is based in Munich, include Deutsche Bahn and the organisations responsible for public transport in Berlin, Munich and Frankfurt. In the year to 31 December 2010 Indanet had turnover of €5.7 million, on which it reported profit before tax of €0.2 million and net assets of €1.0 million. In its three most recent financial years, Indanet's turnover has grown at a compound rate of 30% per year.

Indanet's technology and market positions are highly complementary to those of Quadnetics' Synectics Mobile Systems and Network Systems divisions, and the acquisition is expected to accelerate significantly the Company's expansion into specialist transport surveillance markets in northern, central and eastern Europe in particular. It should also provide enhanced opportunities for the sales of Synectics high security surveillance systems into those regions.

Together with the management of Indanet, who have agreed to continue with the business, Quadnetics believes that Indanet has substantial near-term growth opportunities from expanded development of its software and systems product range and from geographical expansion, which will be enhanced by being part of the Quadnetics Group. The Company anticipates providing around €1.5 million of post-acquisition financing to enable Indanet to pursue these opportunities, and to exploit the growth synergies available from integrating the capabilities of Indanet and Synectics. Since the majority of this investment will be expensed to the profit and loss account, Quadnetics expects that Indanet will make a net negative contribution to Group profits in the first 12 months from completion of up to around £1 million, prior to making a substantial earnings enhancing contribution in the 2012/13 financial year and beyond.

John Shepherd, Chief Executive of Quadnetics, commented:

"Indanet is a high quality organisation which has been built on the back of a long term relationship with the Berliner Verkehrs Gesellschaft (BVG), the Berlin integrated transport agency. It has expanded that core position into similar organisations which are responsible for the Frankfurt and Munich transport systems, and into Deutsche Bahn, the German national long distance and regional railway operator.

"The company has a young and technically knowledgeable team of software and systems engineers who are capable of forming the nucleus of a bigger and more diverse organisation. Indanet has substantial growth ambitions both within Germany and through expanding to adjacent international markets and they will benefit significantly from Quadnetics' wider product and market expertise, and

greater financial and technical resources. The strategic, marketing and financial disciplines we bring will help shape and deliver their growth plan.

"Indanet brings to Quadnetics a strong base in Germany, which we have identified as the ideal European base for expanding all of Synectics' product offerings into central, eastern and northern Europe, something which is difficult to do from the UK.

"Culturally, Indanet is an excellent fit with our Synectics Divisions, as the deep engineering and technical backgrounds are very similar.

"Strategically, Indanet has positioned itself in the driving seat with the most valuable customers in one of the biggest markets in the world for integrated transport surveillance systems. I look forward to working closely with the dynamic management team at Indanet to deliver the significant growth of which our joint strategies are capable."

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