By Paul Kunert
04 July 2008
SCH has had a £2m bid for Birmingham-based Interface Solutions and Systems
Loans Services (SLS) accepted by the board of parent company Fayrewood, subject
to shareholder approval.
The Fayrewood board has made irrevocable undertakings to vote in favour of
the offer to be proposed at the EGM in respect of more than 10 million Ordinary
shares, representing 44.5 per cent of the issued share capital.
The companies had been locked in negotiations, as revealed by MicroScope on
23 June, which has now led to an SCH offer of £976,000 paid on completion of
the sale. Two further cash payments of £500,000 will be paid within 12 months
of completion, subject to potential warranty claims.
In a statement to the City, the board at Fayrewood said it was “unanimously
in favour of the disposal” as it maximised shareholder value and represented the
final stage in breaking up the IT group.
James Rigby, managing director at SCH sent a statement to MicroScope
confirming the offer, “it is a cracking deal and have got our fingers crossed
that it goes through.”
Interface employs 130 staff and SLS operates with two full time employees.
The acquisition will give SCH the much sought after IBM distribution
business at Interface, the x86 server franchise with Sun and a contract with
Lenovo, among several others.
Background
In 2005, the Fayrewood board believed the net worth of the businesses in the
IT distribution group exceeded the then market cap and to realise that value it
decided to sell the component parts.
This strategy started with Fayrewood disposing of its stake in Computerlinks
AG in Germany
followed by the sale of Spanish distributor UMD SA in December 2006. Divesting
in both allowed Fayrewood to return £35m in cash to shareholders in June 2007.
In December 2007, Paris-based Banque Magnetique SA was sold leaving
Fayrewood with only Interface Solutions and less known SLS which manages the
loans of IBM X-series servers to customers on behalf of the vendor.
The saga over the two remaining IT businesses at Fayrewood has rattled on
for more than seven months and a number of UK distributors have looked at the
books to determine if they were interested in splashing the cash.
It is believed that CCD got very close to buying Interface but pulled the
plug at the eleventh hour because the numbers did not add up.
In the year to 31 December 2007 Interface made a
£571,000 loss on the back of revenues of £130m. This compares to a £839,000
profit and £122m revenues a year earlier.
