Rockwell Automation, Inc. (NYSE: ROK) announced today that it has
reached an agreement by which it will acquire Industrial Control
Services Group Limited ("ICS") for GBP 110 million (British pounds) in
cash. ICS trades and does business as ICS Triplex, a leading global
supplier of critical control and safety solutions to process
industries. With 40 years of experience, ICS Triplex develops,
delivers and maintains advanced products and solutions for high
availability, fault-tolerant applications in process industry segments
worldwide.
ICS Triplex annual revenues are projected to be approximately GBP
70 million (British pounds) for their current fiscal year which ends
May 31, 2007. Rockwell Automation expects the transaction to be
slightly dilutive to earnings per share in the first full fiscal year
and accretive thereafter.
Headquartered in Maldon, United Kingdom, ICS Triplex has more than
500 employees and operations across Europe, the Middle East, Asia and
North America. ICS Triplex provides engineering services, products,
and solutions for industries that demand high-integrity critical
control. These industries primarily include oil and gas exploration,
production, transportation, and refining as well as chemicals and
power generation.
"With their industry expertise and strong customer relationships,
ICS Triplex provides an important strategic fit for our rapidly
expanding process control and safety solutions businesses," said Keith
Nosbusch, chairman and chief executive officer of Rockwell Automation.
"ICS customers in oil and gas and other process industries will
benefit from the breadth of Rockwell Automation's product portfolio
and solutions capabilities. It also allows us to incorporate ICS's
high availability, fault-tolerant technology into the Logix
architecture extending the reach of this technology into discrete and
hybrid process applications."
Peter Mottershead, ICS Triplex chief executive, said: "For 40
years, ICS Triplex has provided fault-tolerant safety and critical
control solutions to premier companies in the oil and gas industry. As
we combine these capabilities with Rockwell Automation's 100 years of
experience and strengths as a global leader in industrial automation
control and information systems, it should enable us to grow our
business and better serve our customers."
The process for acquiring ICS has started with an irrevocable
undertaking from the owner of approximately 96 percent of ICS ordinary
shares and the owner of 100 percent of ICS preference shares to accept
this offer. Accordingly, by way of a United Kingdom public offer,
Rockwell Automation expects, subject to the receipt of regulatory
approval from the German Federal Cartel Office and the satisfaction of
customary closing conditions, to acquire 100 percent equity interest
in Industrial Control Services Group Limited. The transaction is
expected to be completed during the third calendar quarter, 2007.
ICS Triplex will be included in the Control Products and Solutions
operating segment.
This news release contains statements (including certain
projections and business trends) accompanied by such phrases as
"believe", "estimate", "expect", "anticipate", "will", "intend" and
other similar expressions, that are "forward-looking statements" as
defined in the Private Securities Litigation Reform Act of 1995.
Actual results may differ materially from those projected as a result
of certain risks and uncertainties, many of which are beyond our
control, including but not limited to:
-- economic and political changes in global markets where we
compete, such as currency exchange rates, inflation rates,
interest rates, recession, policies of foreign governments and
other external factors we cannot control, and U.S. and local
laws affecting our activities abroad and compliance therewith;
-- successful development of advanced technologies and demand for
and market acceptance of new and existing products;
-- general global and regional economic, business or industry
conditions, including levels of capital spending in industrial
markets;
-- the availability, effectiveness and security of our legacy and
future information technology systems;
-- competitive product and pricing pressures;
-- disruption of our operations due to natural disasters, acts of
war, strikes, terrorism, or other causes;
-- intellectual property infringement claims by others and the
ability to protect our intellectual property;
-- our ability to successfully address claims by taxing
authorities in the various jurisdictions where we do business;
-- our ability to attract and retain qualified personnel;
-- the uncertainties of litigation;
-- disruption of our North American distribution channel;
-- the availability and price of components and materials;
-- successful execution of our cost productivity and
globalization initiatives; and
-- other risks and uncertainties, including but not limited to
those detailed from time to time in our Securities and
Exchange Commission filings.
These forward-looking statements reflect our beliefs as of the
date of filing this release. We undertake no obligation to update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise.
Rockwell Automation, Inc. (NYSE: ROK), is a leading global
provider of industrial automation control and information systems and
services that help manufacturers achieve a competitive advantage in
their businesses. The company brings together leading brands in
industrial automation, including Allen-Bradley controls and services
and Rockwell Software factory management software. Headquartered in
Milwaukee, Wis., the company employs about 19,000 people serving
customers in more than 80 countries.
