today announced the purchase of a UK hotel consolidator and package holiday reseller, Med Hotels, for £16.1 million which will be satisfied by £8.0 million in cash and the issue of 2,941,176 new shares in lastminute.com plc.
In addition to the initial consideration, lastminute.com will pay further consideration depending on the EBITDA performance for the years to 31 October 2003, 2004 and 2005. The additional consideration has been capped to a maximum of £6.5 million and may be satisfied in either new shares or in cash at the option of lastminute.com plc.
is a successful and profitable company that has grown substantially over the past two years, mainly in the hotel product category. Innovation has been part of the success of Med Hotels demonstrated by nominations at the British Travel Awards 2003 for the Best Holiday Add-On and Innovation.
The aggregated last published audited accounts of Med Hotels and Travel Bargains, for the year to 31 October 2002 showed sales of £38.6 million, gross profit of £5.3 million and EBITDA of £0.1 million. Net assets at that date amounted to £0.3 million. Med Hotels is essentially a UK based operation with a staff of 112 people based in Woking and five in overseas offices.
John Kent, the Chief Executive of Med Hotels, will continue with the Group leading the resort hotel contracting teams, including the contractors within the ‘holiday hotels’ business acquired earlier this year.
The initial consideration shares to be issued to management, amounting to 1,838,235 shares, are the subject of a lock-up period for up to 12 months. Application has been made to the UK Listing Authority and The London Stock Exchange for all new shares to be admitted to the Official List and to trading on The London Stock Exchange’s market for listed securities (“Admission”). It is expected that Admission will become effective from 8am on 5 December 2003 and dealings will commence at that time.
Commenting on the transaction Brent Hoberman, Chief Executive Officer of lastminute.com said:
“I am delighted that John and the team at Med Hotels are joining the lastminute.com Group. The combination adds significantly to our overall scale in this important product category and improves our consumer hotel offering. In addition the acquisition will further leverage the holiday autos trade relationships, especially in the UK and Germany.”
John Kent, Chief Executive Officer of Med Hotels, added:
“Med Hotels is a dynamic business which has achieved substantial growth over the last two years. By becoming part of lastminute.com we will have the opportunity to increase that rate of growth significantly and build a formidable online hotel business”