9 August 2001
Enquiries
Adrian Biles Chief Executive Culver Holdings PLC 020 7456 1351
CULVER HOLDINGS PLC
Acquisition of TISS business
Culver Holdings PLC ("Culver") announces that it has today acquired Travel
Information Software Systems Limited ("TISS Limited") from Densey Investments
S.A. for a consideration of #350,000 satisfied by the issue of 862,500 new
ordinary shares of 25p each and #5,000 in cash. TISS Limited owns the
business previously operated by T.I.S.S. AG Travel Information Software
Systems and certain of its subsidiary companies together with certain of the
assets of that business ("TISS"). TISS Limited has net assets of approximately
#345,000.
TISS is a travel technology business which has developed a net fare management
system based on an Oracle database which is used by, amongst others,
Lufthansa, British Airways, Cathay Pacific and United Airlines.
Culver intends to merge this business with that of its wholly owned
subsidiary, Aerotech Europe Limited ("Aerotech"). Aerotech is a provider of
travel technology solutions to a wide range of international customers and has
the exclusive rights to distribute the products of Aerotech Systems Inc in
Europe, the Middle East and Africa. Aerotech's recent rapid expansion has led
to the company opening an office in Reading to complement its existing central
London office and Cardiff data-centre. With the acquisition of the TISS
technology business and personnel Aerotech will have an established presence
with a very high quality technical team in the mainland European market, based
in Frankfurt. The directors of Culver believe that this technology business
will integrate well with that of Aerotech and enhance both the product
offering and skillset available to Aerotech and extend the Group's customer
base.
In addition, TISS has operated an online travel distribution business since
1994 which is available in a number of countries and languages, in particular,
the United States, Germany and the Far East. TISS Limited also owns 75 per
cent of TISS Inc, a US based air ticket fulfilment agency, the balance of 25
per cent being owned by a US consolidator. TISS Inc had unaudited net assets
of $185,000 at 30 June 2001. The Group does not have the infrastructure to
operate a travel distribution business and has today agreed to sell this
business together with its 75 per cent interest in TISS Inc to World Travel
Holdings PLC for a cash consideration related to the sales from that business
over the next twenty-four months subject to a maximum consideration of #
625,000.
The new ordinary shares issued pursuant to the acquisition rank pari passu in
all respects with the ordinary shares of 25p each in Culver currently in
issue. Application has been made to the United Kingdom Listing Authority and
to the London Stock Exchange for the new ordinary shares issued pursuant to
the acquisition to be admitted, respectively, to the Official List of the
United Kingdom Listing Authority and to trading on the London Stock Exchange.
It is expected that such admissions will become effective on 9 August 2001.
Commenting on this deal, Adrian Biles, Chief Executive of Culver said: "TISS
is a well respected name in the travel technology arena with a high quality
product, reputation and client list. We are very pleased to have the
opportunity to add the TISS product, its expertise and its customers to ours
and strengthen both businesses at a modest cost".
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