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Dit artikel in het Nederlands
PRICE RANGE SET AT EUR 10.5 TO EUR 13.5 PER SHARE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES
Leuven, 24 November 2006 – Metris, the total metrology solution provider and Belgium’s ‘Entrepreneur of the Year 2006’, announces its IPO on Eurolist by Euronext Brussels. The offering period starts Monday, 27 November 2006. The total transaction value amounts up to EUR 85 million, of which maximum EUR 65 million of new shares with VVPR strips and maximum EUR 20 million of existing shares are offered, excluding an over-allotment option of 15%. KBC Securities acts as lead manager for the IPO.
Offering highlights
Maximum EUR 65 million newly issued shares with VVPR strip will be offered in the primary offering. Maximum EUR 20 million existing shares will be offered in the secondary offering. The existing shares do not contain a VVPR strip.
The price range is set at minimum EUR 10.5 and maximum EUR 13.5 per share. The final offer price will be determined within this price range and will be published on the first trading day, the listing date, expected on 12 December 2006.
The offering consists of a public offering in Belgium and a private placement to institutional investors in Belgium and elsewhere in the European Economic Area and Switzerland.
At least 25% of the offer to be reserved for retail investors in Belgium, subject to adjustment depending on the level of demand.
KBC Securities acts as lead manager and sole bookrunner. For the institutional tranche, Jefferies International Ltd and Petercam NV are co-lead managers and Dexia Bank België co-manager. For the retail tranche Dexia Bank België is co-lead manager and Petercam NV co-manager.
The lead manager is granted an over-allotment option equal to a maximum of 15% of the offered shares in the primary and secondary offering. The over-allotment option is granted on existing Metris shares.
The offering period starts on 27 November 2006 and is expected to close on 8 December 2006, subject to early closing. The offering period will be open for at least 6 working days.
Buy-and-build strategy leads small spin-off to contender in metrology market
Metris was founded in 1995 as a spin-off of the catholic university in Leuven, Belgium. The company provides high-tech metrology solutions to mainly the automotive and aerospace industries and their suppliers. Metrology enables the 3D measurement and inspection of diverse objects before, during and after the production process.
The company initiated its exceptional expansion with a strong buy-and-build strategy. Its acquisitions of Micromeasure in 1999 and Paraform in 2002 marked the start of its strategy to combine its own strengths with the expertise of other market players. Various takeovers followed in Europe and the US. Metris has built up a wealth of experience in integrating acquired companies. The 3 acquisitions realised in January 2006 for instance were successfully integrated after scarcely 9 months.
Thanks to this buy-and-build strategy, Metris today provides a one-stop-shop for 3-D quality control to the design and manufacturing communities in the automotive and aerospace industries. In addition to its external expansion, the company also realised an internal growth and today employs approximately 370 people spread over three continents: Europe, America and Asia. Metris currently has a direct and indirect sales network with its own sales offices and service hubs in Germany, France, the UK, Belgium and the US. Elsewhere in Europe, the company operates with specialised resellers. Thanks to its sales office and production unit in Shanghai and sales office in Japan Metris is also present in the rapidly developing Asian economy.
Because of its innovative product offering Metris has one of the broadest customer portfolios in the automotive and aerospace industries. Its customer base includes nearly all major players in the automotive industry: Ford, General Motors, DaimlerChrysler, Volkswagen, Volvo, Jaguar, Ferrari, Aston Martin, Audi, BMW, Renault, Honda, Toyota, Nissan, Mazda and many others. Automobile suppliers like Michelin, Kautex, Visteon and Plastic Omnium are also on the list. Aerospace customers include Airbus, Boeing, Bombardier, Mitsubishi Heavy Industries, Alenia and Rolls Royce as well as airlines like British Airways and Korean Air.
Turnover in 2005 amounted to EUR 18.5 million, an increase by a factor of 2.5 compared to 2004. Turnover for the first half of 2006 amounted to EUR 25.8 million. This rapid expansion is based on the recent acquisitions in the UK and US as well as on organic growth.
Use of proceeds
The company will use the net proceeds of the primary offering to strengthen its financial structure by a reimbursement of EUR 44.1 million in outstanding debts. In addition, Metris is investigating new opportunities for selective acquisitions of companies and technologies to expand its market position. The net proceeds will also be allocated to R&D, working capital, investment expenses and other general corporate purposes.
Metris President and CEO Bart Van Coppenolle on the IPO launch: “We are very pleased to be able to give the starting shot for Metris' IPO today. Since its launch in 1995, Metris has followed a remarkable growth path. However, this IPO is not only a reward for past growth; we are now entering a totally new phase in our company's future development, one that will lead us to the following step, Metris' expansion to a global player."
Details of the offering
The offering consists of a public offering to retail investors in Belgium and a private placement to institutional investors in Belgium and elsewhere in the European Economic Area and Switzerland.
The company intends to offer new shares with VVPR strips for an amount of maximum EUR 65 million (with a minimum offering amount of EUR 25 million).
The existing shareholders that may sell, being GIMV, KBC Private Equity, Dexia Bank België, Fagus, Quest for Growth, Toyo Corporation, NIF funds and Privast, have the intention to offer maximum up to EUR 20 million existing shares. The Metris’ management is not selling any shares.
Subject to certain exceptions, the Company’s articles of association will prohibit the transfer of the existing shares during the six-month period following the listing date. This lock-up will not apply to the shares offered in the secondary offering and the over-allotment option. In addition, the Metris’ management and the shareholders, holding 90.1% of the Company’s shares prior to the start of the offering, have entered into a separate lock-up arrangement with the lead manager for a period of 12 months from the listing date. For a period ending 6 months after the First Closing Date, the Company will not, without the Lead Manager's prior written consent (which will not be unreasonably withheld), issue securities against a contribution in cash, with the exception of the issue of shares as a result of the exercise of existing warrants.
KBC Securities acts as lead manager and sole bookrunner on the transaction. For the institutional tranche, Jefferies International Ltd and Petercam NV are co-lead managers and Dexia Bank België co-manager. For the retail tranche Dexia Bank België is co-lead manager and Petercam NV co-manager. KBC Bank is selling agent.
The lead manager will be granted an over-allotment option, exercisable as of the first day of trading until 30 days thereafter, on a number of existing shares equal to a maximum of 15% of the offered shares in the primary and secondary offering. All shares covered by the over-allotment option will be existing shares that will be lent by some or all of the selling shareholders to the lead manager. The existing shares covering the over-allotment option will not have a separate VVPR strip.
The offering consists of both new shares with VVPR strips offered in the primary offering and existing shares offered in the secondary offering. Each new share will have one VVPR strip. The VVPR strips entitle the retail investor to a reduced rate of Belgian withholding tax (15% instead of 25%) on dividends. The VVPR strips will be separately tradable. The existing shares do not contain a VVPR strip.
It is expected that no less than 25% of the offered shares effectively allocated, will be allocated to retail investors in Belgium. However, (i) the proportion of offered shares allocated to retail investors may be increased and possibly substantially, if applications received from them exceed 25% of the offered shares effectively allocated or, conversely, (ii) such proportion may be reduced if the relative demand from institutional investors at or above the offer price significantly exceeds that of retail investors. In allocating the offered shares, the underwriters will use reasonable efforts to deliver shares with VVPR strips to individual persons residing in Belgium and to investors subject to Belgian tax on legal entities, in this order of priority.
The price range of the offering is set on EUR 10.5 to EUR 13.5 per share. The offer price will be determined as soon as possible after the end of the offering period on the allocation date. The offer price, which will be determined by the lead manager and Metris on the basis of a book building procedure for institutional investors, will be a single price in Euro and will apply to all investors, whether retail or institutional and will apply to new shares as well as existing shares.
The offering period will begin on Monday 27 November 2006 and is expected to close on Friday, 8 December 2006, subject to early closing. The first listing of the Metris share on Euronext Brussels is expected for Tuesday 12 December 2006. The shares will be listed under the Euronext symbol ‘MTRS’ and the international ISIN code number ‘BE 0003859767. The payment date is set on Thursday 14 December 2006.
Starting today the Metris’ management will undertake an intensive roadshow programme, presenting the company to institutional investors in Belgium, the UK, France and some other European countries. To inform the Belgian retail investor 2 retail roadhows will be organized.
The prospectus and its addendum will be available as of 25 November on the IPO section of www.metris.com and at the latest on 27 November on the websites of the syndicate members www.kbcsecurities.com, www.dexiainvestor.be, www.petercam.be and www.kbc.be. The prospectus can also be ordered, at no cost, at the company’s headquarters or at KBC Bank or Dexia Bank België NV.
Important dates of the offering (subject to early closing)
Start offering period End of offering period
Publication offering price / results of the offering
Listing date
Closing date
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Monday 27 November 2006
Friday 8 December 2006
Tuesday 12 December 2006
Tuesday 12 December 2006
Thursday 14 December 2006
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Press contact
Renaat Van Cauter – Metris – marketing@metris.com – Tel +32 16 74 01 01
Nathalie Verbeeck – Citigate – nverbeeck@citigate.be – Mobile +32 477 45 75 41
About Metris
Metris started in 1995 as a spin-off of the catholic university in Leuven, Belgium. Today Metris is a worldwide provider of total solutions for dimensional quality control to the design and manufacturing communities mainly in the automotive and aerospace industry.
Metris provides as well traditional coordinate measuring machines as innovative, optical measuring systems. Metris solutions are used to inspect with high accuracy complete vehicles (cars, planes, trains, ships) and individual components. The comprehensive product family covers the full range of measurement volumes required by customers, in both fixed and portable configurations and with optical and touch sensors. As a supplier of total solutions, in addition to the measuring systems Metris also supplies measurement application proprietary software, 3D quality control and reverse engineering.
Customers of Metris include Airbus, Boeing, Audi, BMW, DaimlerChrysler, Ford, General Electric, GM, Honda, Opel, Toyota, Volkswagen, Volvo, Bosch, Atlas Copco, Siemens, and many others.
Metris’ headquarters are based in Leuven, Belgium. The production facilities are based in Belgium, the United States (Detroit and Virginia), the United Kingdom and China. Metris also has a number of R&D departments in Belgium, the United States (California and Virginia), the United Kingdom (Derby and London) and external R&D activities in India, Russia and Bulgaria. Furthermore Metris also has a network of own sales offices in Germany, the United Kingdom, the United States, France, China, Japan and an extensive worldwide service and distribution network. In total Metris employs over 370 members of staff worldwide.
Metris recently was elected as Belgium’s ‘Entrepreneur of the Year 2006’.
More information on Metris can be found on www.metris.com.
Comment: Before subscribing to the offered shares, investors should consult the complete prospectus. Extra attention should be given to the risk factors described in the prospectus. You can consult the prospectus from November 25 at www.metris.com, www.kbcsecurities.be, www.petercam.be, www.dexiainvestor.be and www.kbc.be. You can also request a free copy at the company’s headquarters or via KBC Telecenter by calling +32 3 283 29 70 or via Dexia Bank by calling 0800 922 00.
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