9.5.2003: Meldung: Trojan Technologie: Termination of Negotiations Charges 1. Quarter
Trojan had prepared and negotiated extensive documentation including draft business combination and other legal agreements. As the proposed transaction involved a partial share exchange, Trojan had taken the steps necessary to apply to list its shares on a European stock exchange, a requirement of the new German takeover code, and to prepare the necessary offer documents. The listing documentation was substantial and included the preparation of pro forma financial statements. The cash component of the offer would have required Trojan to raise additional equity and borrowings and costs have been incurred to prepare a prospectus and to pay bank commitment fees. In addition, due diligence had been completed and a fairness opinion prepared. Applicable German law required that all of these steps had to be largely completed in advance of entering into any legally binding agreements between the parties.
Because of the complexity of acquiring a German public company under Germany"s new takeover code, Trojan incurred advisor fees and expenses totaling approximately $9.5 million. Trojan has charged these expenses against first-quarter earnings. As a result, the company is expected to incur a pre- tax loss of approximately $ 0.40 per share for the quarter ended March 31, 2003. First quarter results will be announced on May 21, 2003.
Operationally Trojan remains very strong. In 2002, the Company reported revenues of $92.7 million, the highest in the Company"s history, and net income of $3.7 million. The company"s order backlog is at a record level - approximately $85 million as at March 31, 2003 compared to $60 million at December 31, 2002.
Trojan"s balance sheet remains sound. The company has $9 million in cash and marketable securities at March 31, 2003, only $3 million in long-term debt and unused operating credit lines of $30 million. At December 31, 2002, working capital was $47.8 million and shareholders" equity was $84.5 million.
"While Trojan is extremely disappointed in the outcome of the proposed purchase, the Company remains strong. We will continue to execute our strategy to increase revenues through organic growth, supplemented by strategic partnerships and acquisitions," said Allan Bulckaert, Trojan"s President and Chief Executive Officer. The company is on track to achieve its objective of record revenue of approximately $110 million for 2003. Despite these charges we have expensed in the first quarter, it is my objective to deliver a profit for the full year. At the upcoming Annual Shareholders" Meeting on May 21, 2003, the company will update shareholders on its plans to reduce costs, to further improve productivity and grow revenues."
Trojan also announced its intention to establish a "Normal Course Issuer Bid", subject to regulatory approval. This will allow the company to re- purchase up to 5% of its shares on the open market. Trojan believes that, from time to time, the market price of its common shares may not fully reflect the value of its business and future business prospects and accordingly, may represent an attractive investment and a desirable use of its available funds.
Established in 1976, Trojan is a leading provider of UV disinfection systems for municipal wastewater and drinking water facilities, as well as for industrial, commercial and residential applications. The company also provides environmental contaminant treatment equipment for the removal of chemicals from water. Its equipment is installed in over 25 countries.
Listed on The Toronto Stock Exchange (TSX:TUV - News), Trojan has more than 350 employees. Headquartered in London, Ontario, the company has offices in the United Kingdom, the United States, Germany, the Netherlands, Norway and Spain.
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