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The MTL Instruments Group plc acquires Elpro International

05/24/2007

The MTL Instruments Group plc has acquired all the shares in Elpro International Pty Ltd., an Australian-based developer and supplier of wireless solutions, from the Queensland Development Fund and Directors of Elpro. The total consideration of AUD$28.5m (£12.0m) will be paid from new banking facilities. The consideration includes repayment of bank and shareholder loans of AUD$1.5m (£0.6m) and AUD$1.1m (£0.5m) respectively.

Elpro is a provider of secure and reliable wireless solutions for applications in the process control, manufacturing and utility markets. The company designs, develops and manufactures a range of wireless interconnect products that receive and transmit plant data in industrial environments. Elpro is a complementary fit with MTL, a developer and supplier of electronic instrumentation and protection equipment for the process control and telecommunications industries. The majority of MTL's equipment is used in hazardous environments such as the petrochemical, chemicals and oil and gas production industries.

The industrial wireless market has been characterized as a specialized niche market until recently, with independent research houses predicting high growth as wireless technology matures in the process control and automation sectors.

Following the transaction, the Elpro business plans to extend its international customer base by leveraging MTL's existing sales channels and OEM relationships. The deal will also improve Elpro's purchasing power. Bringing Elpro into MTL will complement MTL's Open Control Components portfolio and add wireless capability to MTL's product range as end users seek to add more measurement points on their plants without incurring the expense of extra wiring.

In the year to June 30, 2006, Elpro achieved a pre-tax profit of AUD$1.2m (£0.5m) on sales of AUD$8.2m (£3.4m). The gross assets of Elpro as at 30 June 2006 amounted to AUD$8.6m (£3.6m). The Directors believe that the acquisition will be earnings enhancing in the first year of ownership.

MTL will be buying three entities -- Elpro International Pty Ltd, the holding company, Elpro Technologies Pty Ltd, the Australian- based operating company and Elpro Technologies LLC (USA), the US based operating entity. The existing management team have strongly supported the acquisition by MTL and have been retained by the company.