Oxford Metrics: Acquisition of The Sempre Group Holdings Ltd

11 October 2024

Oxford Metrics plc

("Oxford Metrics" or the "Group")

Acquisition of The Sempre Group Holdings Ltd

Strengthens our smart manufacturing offering
Good strategic fit - access to new markets and new customers
Immediately earnings accretive

Oxford Metrics plc (LSE: OMG), the smart sensing and software company servicing life sciences, entertainment, engineering and smart manufacturing markets, is pleased to announce the acquisition of The Sempre Group Holdings Ltd ("Sempre"), a measurement specialist solving manufacturing challenges across multiple industries.

The total consideration for the Sempre business of up to £5.5m is subject to customary adjustments for working capital, cash and debt-like items. The consideration is to be funded through a cash consideration of £5.0m from existing resources and up to £0.5m through an earnout contingent on Sempre meeting business performance targets. The acquisition is expected to be immediately earnings enhancing for the Group.

Founded in 2000, Gloucester-based Sempre is a measurement specialist with deep industry knowledge and an established sales and services organisation. Through Sempre's expert in-house consultants and partnerships, it provides high precision metrology solutions to improve its clients' productivity and efficiencies in the area of quality and inspection.

Sempre partners with over 25 well-known manufacturers including Jenoptik, Renishaw and Micro-Vu, to offer an extensive range of products and software to solve manufacturing challenges.

Commenting on the acquisition, Imogen O'Connor, CEO of Oxford Metrics, said, "Oxford Metrics first established a foothold in the smart manufacturing market with our Industrial Vision Systems (IVS) acquisition and we said we would build out our presence via a targeted M&A programme.

Today's acquisition of Sempre strengthens our smart manufacturing division, it has synergies with IVS and also brings us a deep pool of industry knowledge, an established sales and services organisation plus access to new customers, partners and products, taking us into new markets. To continue growing our smart manufacturing division our investment strategy needs to be in both people and products with clear commercial and technical synergies.

Today highly accurate, error-proof production is mission critical. Sempre helps blue-chip manufacturers to be more efficient and improve quality - ultimately saving time and money. As smart manufacturing increasingly becomes the standard, we welcome our new colleagues and move forward together to capture more of this important market."

Acquisition highlights

?	Valuable IP, know-how and expertise: Brings in-house consultants with deep industry knowledge and sales expertise, provides hardware, software and expert metrology knowledge to address and solve manufacturing challenges.
?	Synergies with IVS: Sempre will benefit from having access, advice and the resources to scale and expand to new markets and geographies - now with IVS added to its portfolio offering. IVS will gain access to Sempre's established sales and services organisation and benefit from its industry knowledge, customers, products and markets.
?	Bespoke solutions: With a broad range of solutions across measuring, automation, inspection management and compliance reporting, Sempre works closely with clients to provide bespoke solutions for quality and automation challenges. Opportunities to collaborate with IVS on bespoke products to solve customers' manufacturing challenges.
?	Blue-chip manufacturing partners: Trusted by over 25 well-known manufacturers including Jenoptik, Renishaw and Micro-Vu, offering customers an extensive range of premium metrology solutions.
?	Adds strength to existing and exposure to new industries: aerospace, automotive, medical, energy, precision engineering, and quality 4.0.
?	Strong cultural alignment and able management team: Sempre's directors, Jim Mangan and James Denham, will continue to lead Sempre forward as a proven, experienced, and incentivised management team. Founder and seller, Mike John will stay on in a consulting role to ensure a smooth integration.
?	Attractive financial profile: Immediately earnings enhancing.

Financials

Sempre has a profitable track record, driven by an average growth rate in revenues of 8% over the past four years. In the year ended 31 December 2023 Sempre reported unaudited revenues of £6.5m (72% from the sale of metrology solutions and 28% generated from services) and a profit before tax of £0.7m, with net assets of £1.7m. Trading over the past eight months is consistent with delivering a further improvement in performance.

Mike John, Founder of Sempre, said,"As part of Oxford Metrics, Sempre will have access, advice and the resources to scale and expand to new markets and geographies. One of our key criteria for exiting the business was ensuring we found the right home to take Sempre to the next level. Oxford Metrics is exactly that, it shares our company culture and values and has a track record of supporting and growing growth businesses."

Jim Mangan, Director of Sempre, commented, "Sempre provides high quality, accurate and reliable metrology solutions so Oxford Metrics, with its track record in precise measurement, revolutionising processes through its technology and software is the perfect fit to take us to the next stage of our development. We're really excited to be joining as the Group accelerates its focus and offering in smart manufacturing."

For further information please contact:

Oxford Metrics	[phone]
Imogen O'Connor, CEO
Zoe Fox, CFO
Deutsche Numis	[phone]
Simon Willis / Hugo Rubinstein / Tejas Padalkar
FTI Consulting	[phone]
Matt Dixon / Emma Hall / Jamille Smith / Jemima Gurney

Further information on Sempre - strengthening our presence in the smart manufacturing market

As more and more manufacturers are revolutionising processes, Sempre's high-precision metrology solutions replace traditional methods with smart manufacturing - resulting in faster, more reliable, highly accurate results which improve manufacturing productivity and efficiencies.

As part of a larger group, Sempre will be able to expand its geographic footprint benefiting from back-office synergies in HR, legal, financial reporting and potentially marketing and operations in the future.

Examples of Sempre's industry application:

Aerospace: Trusted by a range of blue-chip aviation companies, to improve efficiency and secure compliance with automated inspection systems and quality management software processes. From measuring large wing spans to eliminating bottlenecks Sempre's systems meet the highest quality compliance standards.

Medical: Sempre works closely with many medical device manufacturers and their supply chains, solving metrology challenges that range from bone screws to joint implants to catheters and blood glucose test strips - all meeting the high medical industry standards and capable of measuring down to the nanometre.

For more information, visit www.thesempregroup.com

About Oxford Metrics

Oxford Metrics is a smart sensing and software company that enables the interface between the real world and its virtual twin. Our smart sensing technology helps over 10,000 customers in more than 70 countries, including all of the world's top 10 games companies and all of the top 20 universities worldwide. Founded in 1984, we started our journey in healthcare, expanded into entertainment, winning an OSCAR® and an Emmy®, moved into defence, engineering and smart manufacturing. We have a strong track record of creating value by incubating, growing and then augmenting through acquisition, unique technology businesses.

The Group trades through its market-leading division Vicon and, recently acquired, Industrial Vision Systems, adding niche market strength in smart manufacturing. Viconis a world leader
in motion measurement analysis to thousands of customers worldwide, including Red Bull, Imperial College London, Dreamscape Immersive, Industrial Light & Magic, and NASA. Industrial Vision Systemsis a specialist in machine vision software and technology for high precision, automated quality control systems trusted by blue-chip, smart manufacturing companies across the globe including BD, DePuy, Jaguar Land Rover, Johnson & Johnson, Zytronic and Alkegen.

The Group is headquartered in Oxford with offices in California, Colorado, Kempten and Harwell. Since 2001, Oxford Metrics.