Ceramic Industry

Morgan Crucible Increases Stake in NP Aerospace (posted 1/7/09)

January 7, 2009
NP Aerospace develops, manufactures and markets ballistic protective and other composite products.

Morgan Crucible recently announced that it will increase its equity stake in NP Aerospace from 49% to 60% by acquiring 11% of the ordinary share capital of the company from the management and Employee Benefit Trust for a consideration of £12.2 million (about $17.7 million). As a result, NP Aerospace will be fully consolidated into the Morgan Crucible accounts with immediate effect.

NP Aerospace is a composite technical molding and vehicle integration business that develops, manufactures and markets ballistic protective and other composite products in the defense and civil sectors. Based in Coventry, UK, with approximately 300 employees, NP Aerospace has a strong position in the UK with the Ministry of Defence. The company has a high degree of experience and expertise in armor systems for military vehicle protection and has been responsible for integrating a significant number of vehicle systems, including Mastiff, used by the British Army. In addition, NP Aerospace enjoys unique areas of application know-how in products such as personal body armor, military helmets, explosive ordnance suits and protective kits for a wide range of vehicles.

The transaction for this 11% tranche of equity has been accelerated from the timetable in the original investment agreement of August 1, 2007, with the consideration payable ultimately dependent on the EBITDA achieved in 2009. Management and the Employee Benefit Trust retain a 40% equity stake, and a phased process is in place for Morgan Crucible to acquire this remaining equity in four equal annual installments starting in early 2010. The consideration payable for the future equity purchases will continue to be based on 7.25 times the EBITDA of the company for the relevant calendar year.

“I am delighted that we have accelerated the program of purchasing the outstanding equity of NP Aerospace,” said Mark Robertshaw, chief executive officer (CEO) of Morgan Crucible. “Since our initial investment in August 2007, the relationship between Morgan Crucible and NP Aerospace has strengthened and both parties have capitalized on the many benefits that we bring to each other. NP Aerospace has enjoyed a year of significant growth in 2008 and is extremely well-positioned to continue this track record in 2009, helped by Morgan Crucible’s resources and global reach. Being able to consolidate the results of NP Aerospace in Morgan Crucible’s accounts also means that the underlying performance and value of the NP Aerospace will now be fully visible in our financial reporting.”

According to Roger Medwell, CEO of NP Aerospace, “Like Morgan Crucible, the differentiation of our products by the innovative use of our advanced materials continues to be our mission. Since the original investment in 2007, NP Aerospace and Morgan Crucible have worked effectively together, combining our complementary materials, ballistic protective and design expertise to develop a comprehensive range of solutions to defend against ever-changing threats. The NP Aerospace team looks forward to working even more closely with Morgan Crucible to meet the demanding requirements of our customers and to capitalize on Morgan Crucible’s infrastructure to realize the full potential of the business.”

In 2007, NP Aerospace revenues were £51.8 million (about $75.3 million) and EBITDA was £9.5 million (~ $13.8 million), a margin of 18.4%. As of December 31, 2007, NP Aerospace had gross assets of £36.8 million (~ $53.5 million).

For more information, visit www.morgancrucible.com or www.np-aerospace.co.uk.

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