Proposed transaction combines leading software and consultancy to
drive significant value creation for oil & gas industry
Aspen Technology, Inc. (“AspenTech”) (NASDAQ:AZPN) today announced the
terms of a recommended all cash offer for the entire issued and to be
issued share capital of KBC Advanced Technologies plc (“KBC”) by ATI
Global Optimisation LTD, a wholly owned subsidiary of AspenTech. Under
the terms of the offer, KBC shareholders will receive 185p in cash for
each share. The transaction values KBC at approximately £158 million or
approximately $230 million at the current exchange rate. Both companies’
boards of directors unanimously support the transaction.
The transaction will be funded by cash on hand of approximately $91
million and committed financing. AspenTech plans to replace the
committed financing with proceeds from a proposed $250 million revolving
credit facility.
The proposed acquisition will be implemented by means of a scheme of
arrangement under the UK Companies Act 2006 and is therefore subject to
the approval of KBC shareholders and the High Court of Justice in
England and Wales and to other terms and conditions as set out in the
joint offer announcement released by AspenTech and KBC earlier today.
This press release should be read in conjunction with such joint
announcement which is available at www.aspentech.com/corporate/press/press-releases.aspx.
AspenTech has obtained irrevocable undertakings to vote or procure votes
in favor of the scheme in respect of KBC shares representing
approximately 42% of the issued share capital of KBC. It is expected
that the transaction will close in the first calendar quarter of 2016.
KBC Overview
KBC is a leading provider of strategic consulting and software to the
oil and gas industry, focused on operational excellence and profit
improvement for oil refining, refinery-integrated petrochemicals and oil
production assets. KBC has two main areas of business focus:
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KBC Consulting, which provides a unique combination of management and
engineering consulting focused on operational excellence and profit
improvement for refinery and refinery-integrated petrochemicals. KBC’s
consultants have deep domain expertise and extensive C-level customer
relationships, which is expected to increase AspenTech’s mindshare
among these key decision makers.
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KBC Technology, which is comprised of a software portfolio of process
unit reactor models and refinery-wide simulation software that is
complementary to AspenTech’s existing suite of solutions.
Strategic Rationale
AspenTech believes the strategic rationale for the proposed acquisition
of KBC is compelling:
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Strengthens C-level relationships: KBC’s world-class consulting
services would enhance AspenTech’s ability to serve as a trusted
advisor to customers.
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Drives increased usage and adoption: KBC’s highly
differentiated consulting capabilities represent a unique opportunity
for AspenTech to drive software adoption and increase client
engagement, particularly in developing markets.
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Adds complementary software portfolio: KBC would add new and
complementary technology, including in refinery operations and reactor
modeling, enabling further innovation in refining as well as upstream
markets.
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Accelerates asset optimization strategy: KBC would accelerate
AspenTech’s holistic asset optimization strategy, which is expected to
generate significant value for AspenTech’s customers through improved
capital and operating efficiency.
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Consistent with capital allocation strategy: The acquisition of
KBC is a measured use of AspenTech’s financing capacity for strategic
M&A, which is one of the components of AspenTech’s capital allocation
strategy.
Antonio Pietri, President and Chief Executive Officer of AspenTech,
said, “We are excited to announce the proposed acquisition of KBC, which
is viewed as a trusted advisor to C level executives in the oil and gas
industry. We believe KBC’s deep domain expertise and customer
relationships, particularly in developing markets, will help drive
greater adoption and usage of AspenTech’s broad and expanding suite of
software solutions.”
“In addition, we believe combining KBC’s industry leading reactor
software models with AspenTech’s strength in engineering design will
create a highly differentiated solution for the refining industry. Also,
KBC’s software assets will meaningfully accelerate the build out of our
vertical-specific analytics solutions,” Pietri added. “KBC’s domain
expertise and software will be important additions to our asset
optimization strategy, which focuses on driving improved capital and
operational efficiency for owner-operators across an asset’s entire
lifecycle. Acquiring KBC will enhance AspenTech’s ability to capitalize
on its market opportunity and leadership position and generate
substantial value for our customers.”
Ian Godden, Chairman of KBC, said “Over the last few years, KBC
has proactively reshaped and broadened its business to make it more
adaptable and successful. AspenTech is a strong partner that can
continue to develop KBC’s business. Following the transaction, KBC will
become a key part of AspenTech’s business and will continue to provide
its market leading solutions to the customers we serve.”
J.P. Morgan is acting as exclusive financial advisor to AspenTech in
connection with the acquisition and has committed to provide credit
facilities to finance the acquisition. Evercore is acting as exclusive
financial advisor to KBC in connection with the acquisition.
Conference Call and Webcast
AspenTech will host a conference call and webcast today, January 12,
2016, at 8:00 a.m. (Eastern Time), to discuss the details of the
acquisition.
The live dial-in number is (866) 604-6127 or (706) 634-5625, conference
ID code 24843348. Interested parties may also listen to a live webcast
of the call by logging on to the Investor Relations section of
AspenTech’s website, http://www.aspentech.com/corporate/investor.cfm,
and clicking on the “webcast” link. A replay of the call will be
archived on AspenTech’s website and will also be available via telephone
at (855) 859-2056 or (404) 537-3406, conference ID code 24843348,
through February 12, 2016.
About AspenTech
AspenTech is a leading supplier of software that optimizes process
manufacturing – for energy, chemicals, engineering and construction, and
other industries that manufacture and produce products from a chemical
process. With integrated aspenONE solutions, process manufacturers can
implement best practices for optimizing their engineering, manufacturing
and supply chain operations. As a result, AspenTech customers are better
able to increase capacity, improve margins, reduce costs and become more
energy efficient. To see how the world’s leading process manufacturers
rely on AspenTech to achieve their operational excellence goals, visit www.aspentech.com.
Forward-Looking Statements
This release contains “forward-looking” statements concerning future
events and financial performance. These forward-looking statements
include statements regarding AspenTech's proposed acquisition of KBC
(including financing of the proposed transaction and the benefits,
results, effects and timing of a transaction), all statements regarding
KBC’s (and AspenTech's and KBC's combined) expected future business
strategy, competitive positions, growth opportunities, plans and
objectives of management, and statements containing the use of
forward-looking words such as “expects,” “believes,” “plans,” “will” and
similar expressions. Such statements are subject to risks and
uncertainties, which could cause actual results to differ materially
from those expressed or implied. Risks and uncertainties related to the
proposed acquisition include the risk that KBC's stockholders do not
approve the acquisition, potential adverse reactions or changes to
business relationships resulting from the announcement, pendency or
completion of the acquisition, uncertainties as to the timing of the
acquisition, the possibility that the closing conditions to the proposed
acquisition may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant a necessary
approval, adverse effects on AspenTech's stock price resulting from the
announcement or completion of the acquisition, competitive responses to
the announcement or completion of the acquisition, costs and
difficulties related to the integration of KBC's businesses and
operations with AspenTech's businesses and operations, the inability to
obtain, or delays in obtaining, cost savings and synergies from the
acquisition, uncertainties as to whether the completion of the
acquisition or any transaction will have the accretive effect on
AspenTech's earnings or cash flows that it expects, unexpected costs,
liabilities, charges or expenses resulting from the acquisition,
litigation relating to the acquisition, the inability to retain key
personnel, and any changes in general economic and/or industry-specific
conditions. Other factors that may affect AspenTech's plans, results or
stock price are set forth in its filings with the Securities and
Exchange Commission, including its most recent Annual Report on Form
10-K and Quarterly Report on Form 10-Q, which are available on
AspenTech’s website and at www.sec.gov.
AspenTech undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
© 2016 Aspen Technology, Inc. AspenTech, aspenONE and the Aspen leaf
logo are registered trademarks of Aspen Technology, Inc. All rights
reserved. All other trademarks are property of their respective owners.
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