Noble International, Ltd. Announces Letters of Intent
2 July 1998
Noble International, Ltd. Announces Letters of Intent to Acquire Vilo Systems, Inc. and Centrifugal Coaters, Inc.
BLOOMFIELD HILLS, Mich.--July 1, 1998--Noble International, Ltd. (AMEX:NIL) announced today that it has entered into letters of intent relating to the proposed acquisition by the Company, through a recently formed, wholly-owned Canadian subsidiary, of all the outstanding capital stock of Centrifugal Coaters, Inc. ("Centrifugal") and Vilo Systems, Inc. ("Vilo"). The transactions are subject to completion of due diligence, Board and shareholder approvals of Centrifugal and Vilo, approval by Noble's Board and negotiation and execution of definitive agreements. The aggregate consideration for the companies is expected to consist of shares of preferred stock of the Canadian subsidiary which will be exchangeable for approximately 430,000 shares of the Company's Common Stock.In announcing the acquisitions Lloyd P. Jones, III, President of Noble said "The acquisition of Centrifugal significantly enhances our coating capabilities and will compliment our current interior trim coating ability. Vilo's position as a leading provider of automated systems will enhance Noble's customer relations with Ford. In addition, these acquisitions reunite me with Fraser Wray, President of Centrifugal and a Director of Vilo, who I worked with at Magna. Mr. Wray previously served as President and CEO of Dacoma, Magna's Exterior Group. He, along with Steve Turner, who will also join the Company's Canadian operations, have established an outstanding management team to grow our Canadian presence."
Centrifugal is a Tier II supplier of a broad range of value-added coating services to the automotive industry. The majority of Centrifugal's coating programs are plastic parts for exterior use such as door handles, mirror housings, rocker panels, body moldings, grills and spoilers. Centrifugal currently operates four facilities located in Oakville, Ontario, Canada. Three of these facilities are located contiguously and house all existing paint lines in an aggregate of approximately 53,500 square feet, including 12,000 square feet of leased space. The fourth facility houses Centrifugal's management, administrative and sales and marketing personnel in approximately 27,500 feet of leased space. Centrifugal's paint lines have the flexibility to paint varying numbers of coats in a variety of thicknesses, providing the ability to adapt as new substrates and finishes are developed. Each paint line is designed with unique features to accommodate specific products, including custom conveyor and racking systems. Centrifugal currently has approximately 132 employees.
For the twelve months ended December 31, 1997, Centrifugal recorded net sales of approximately $11 million, earnings before interest expense, income taxes, depreciation and amortization expense ("EBITDA") of approximately $2.32 million and net earnings of approximately $800,000.
Vilo is a global Tier I and Tier II supplier specializing in the development and manufacturing of complete automated system solutions for engine and transmission assembly lines. Vilo's automation products include conveyor systems, elevator products, gantry systems, helical storage units, control panels, pick and place units, walking beams and industrial parts washers. Vilo is a leader in its market niche and one of the few automated system suppliers to offer a full range of in-house services covering all aspects of the production process from the design and engineering phase through installation, testing and after-market service.
Vilo is the only preferred automation supplier to Ford's power train division in North America and is one of only two globally approved Ford suppliers. Vilo currently operates two leased facilities in Windsor, Ontario, Canada: an approximately 32,000 square foot facility housing its executive offices, engineering, research and development machine shop, manufacturing, assembly and storage area, and an approximately 11,800 square foot facility utilized for additional manufacturing and storage. Vilo currently has approximately 88 employees.
For its fiscal year ended September 30, 1997, Vilo recorded net sales of approximately $11 million, EBITDA of approximately $124,000 and a net loss of approximately $42,000. These results include the effects of approximately $3,000,000 in discretionary compensation to the officers of Vilo during that same fiscal year.
Noble is a leading Tier II full-service supplier of automotive parts, component assemblies and value-added services to the automotive industry.
Certain statements in this news release may be "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933. Statements regarding the terms of the acquisitions and other future prospects and developments involve certain risks and uncertainties that could cause the actual terms, results and developments to differ materially from the forward looking statements.