Vision Systems LimitedABN 45 008 050 093Private Bag 107 Phone:...

Vision Systems Limited
ABN 45 008 050 093
Private Bag 107 Phone: +61 3 9211 7000
495 Blackburn Road Fax: +61 3 9211 7001
Mount Waverley VIC 3149 www.vsl.com.au
Australia
Australian Stock Exchange
Release No: VSL000218
No. of Pages: 3
TO: Australian Stock Exchange Ltd
Company Announcements Office
FROM: C E Pizzey, Company Secretary
DATE: 27 January 2006
RE: VISION SYSTEMS LIMITED SELLS ITS
FIRE AND SECURITY BUSINESS FOR $253 MILLION
SUMMARY OF ANNOUNCEMENT:
Vision Systems Limited (VSL) has entered into a binding agreement to sell its Vision Fire
& Security (VFS) business to Pacific Equity Partners Pty Ltd for $253 million, the key
features are:
1. The acquisition will be paid in cash;
2. Completion is expected by 28 February 2006;
3. The transaction is conditional on:
3.1 Approval from the Foreign Investment Review Board;
3.2 Finalisation of banking documentation, for which credit committee approval
has been obtained.
A decision on the mechanism and quantum of funds to be returned to shareholders will
be announced in about 6-8 weeks following completion of work with the Company’s
advisors.
Full details of the announcement are attached.
C E Pizzey
Company Secretary
VSL 0308ASX.pmw Page 2
ASX ANNOUNCEMENT 27 JANUARY 2006
VISION SYSTEMS LIMITED SELLS ITS FIRE AND SECURITY BUSINESS
FOR $253 MILLION
Binding Sale Agreement Signed
Following a complete and comprehensive strategic review of its fire and security business (“VFS”)
as foreshadowed in its announcement on 2 September 2005, Vision Systems Limited ("Vision
Systems") has entered into a binding agreement to sell VFS to Pacific Equity Partners Pty Ltd
(“PEP”) for $253 million. This transaction follows a competitive sale process in which Vision
Systems investigated the sale of VFS with a number of potential purchasers.
Key Conditions
The acquisition will be paid for in cash and is expected to complete at the end of February.
Completion of the transaction is conditional on approval from the Foreign Investment Review
Board and finalisation of banking documentation, for which credit committee approval has been
obtained.
Change of Focus for VSL Group
The sale of VFS completes Vision Systems’ transformation into a focused Biomedical product and
R&D services company. The Directors of Vision Systems believe the sale of VFS has unlocked
considerable shareholder value and will allow Vision Systems’ management to focus solely on
growing its remaining businesses.
Commenting on the sale, Vision Systems’ CEO, Jim Fox said, "This is an excellent outcome for
Vision Systems and its shareholders. This process has clearly unlocked shareholder value and
the sale outcome is a testament to the strength and quality of the business that Vision Systems
and VFS management have built. Furthermore, this sale marks an important step towards
achieving an optimal platform to support the rapid growth in the remaining Vision BioSystems and
Invetech businesses".
In relation to the performance of Vision BioSystems and Invetech, Jim Fox said “Strong
international sales growth has continued on from the last year and the placements of the
cornerstone Bond platforms with leading pathology laboratory operations around the world is
ramping up strongly”.
Portion of Sales Proceeds to be Returned to Shareholders
Vision Systems expects to return a portion of the sale proceeds to shareholders with the balance
being used to fund the growth of VBS through further investments in organic growth and
acquisitions. Vision Systems’ management are currently examining the optimal quantum of funds
to return to shareholders and mechanisms to do so. An announcement in this regard will be made
in approximately 6 to 8 weeks following work with the Company’s advisers.
PEP’s View of the Transaction
PEP Managing Director, Paul McCullagh said, “We view this investment as a rare opportunity to
back an experienced management team with world leading technology and a strong global
market share. We plan to continue to invest in further developing the business’ product pipeline to
further penetrate exciting new sectors where the company’s products offer compelling solutions”.
VSL 0308ASX.pmw Page 3
Management’s View of the Transaction
Vision Fire & Security CEO, David Lloyd, said, “The management team is delighted to be
partnering with Pacific Equity Partners and look forward to continuing VFS’ exciting development”.
Advisors to VSL
Vision Systems was advised by Caliburn Partnership as financial adviser, Minter Ellison as legal
adviser and PricewaterhouseCoopers as taxation adviser.
About Vision Systems
Vision Systems creates, develops, manufactures and delivers high value, technology rich
products and services to large and growing international markets. With 90% of the Company's
revenues drawn from customers in the USA, Europe and Asia, markets served include cancer
detection, contract R&D and medical instrument development.
About PEP
PEP is one of the leading Australian based private equity firms and one of the most active
investors in the Australian and New Zealand markets since 1998. With the first closing of PEP
Fund III on 31 January 2006 PEP will manage over A$1.8 billion of equity capital.
Over the past three years, PEP has been the most active private equity investor in Australia.
During this time, PEP has completed transactions with a total value in excess of A$2 billion.
PEP’s most recent transactions include the acquisitions of ASX Perpetual Registrars (Link Market
Services), Worldwide Restaurant Concepts (Collins Food Group), Emeco International, WH
Smith Asia Pacific (A&R Whitcoulls), Guardian Healthcare and the recently announced Tegel
Foods.
For further information, contact
Dr James Fox Mr C Euan Pizzey
Managing Director Director of Finance
Vision Systems Limited Vision Systems Limited
Telephone: 61 3 9211 7018 Telephone: 61 3 9211 7020
Facsimile: 61 3 9211 7001 Facsimile: 61 3 9211 7001
For more information on Vision Systems Limited and its brands visit our website: www.vsl.com.au