SAI Global acquires Anstat Group

The transaction is expected to add in excess of $24 million in annualised revenues to SAI in the first year and is expected to be cash EPS accretive.

The Chairman of SAI Global Limited, Mr George Edwards, said: "This transaction delivers on the Company's strategy to build a substantial technical publishing business which will including standards and regulatory publications from across the globe."

According to the Chief Executive Officer of SAI Global Limited, Mr Ross Wraight, this acquisition enhances SAI Global's business in four important aspects, it provides:

• A significant increase to the business base of the Publishing division, and enhances opportunities for further growth;
• Another powerful entry point to the rapidly growing market for compliance and risk management software and services;
• Access to a well-respected brand, an established customer base, and quality annuity style income streams;
• Proven managerial and entrepreneurial capability.

"Anstat has been the official publisher of hard copy legislation on behalf of the Victorian government since 1996. It has subsequently added Federal and other State legislation tracking to its portfolio. In addition to legal publishing, Anstat holds exclusive publishing rights for the Australia New Zealand Food Standards Code," said Mr Wraight.

In welcoming the Anstat team to the SAI, Mr Ross Wraight said: "The transaction is part of our growth strategy and delivers on our stated intention to add non-traditional standards content and move into other areas of technical and business publishing such as the legal and regulatory compliance market."

"Anstat brings to SAI a solid track record in delivering practical solutions that address organizations' regulatory and compliance needs," said Mr Wraight.

"The acquisition is a very significant step towards the achievement of our strategic intent for Publishing which is to build a $100 million technical publishing, distribution and information business."

Anstat's Executive Chairman Alan Schwartz, who will be staying with the business, said: "We think SAI Global is a great Company and is an extremely good fit for Anstat. We have chosen to receive a large proportion of consideration in SAI shares and we look forward to joining the SAI team."

"The transaction will take Anstat to the next stage of development in what is a very exciting time in the global compliance and risk management market," said Mr Schwartz.

Anstat's Managing Director, Mr Jacob Weinmann, who will also be staying with the organization, said: "Going forward the SAI group will allow us to expand our content offering and geographical presence as well as helping drive new modes of distribution and development for current SAI solutions. SAI will also help accelerate the global distribution of our successful compliance and risk management software solutions."

According to Mr Wraight: "The deal will provide SAI Global with a stronger and sustainable business model for its Publishing division by reducing its dependence on a single contract and adding to the management capability of the business. Importantly, the Anstat Group team of staff have years of experience and a proven track record in servicing their client base."

"While the main strategic impact of the acquisition is on the Publishing business, one of Anstat's operating divisions, Lawlex, contains a significant and growing compliance business which complements the solutions and toolsets acquired through Easy i. This will add to the business base of the Compliance division, accelerate penetration by Easy i of the Australian market and add capability to Easy i's existing products, solutions and technologies," said Mr Wraight.

According to SAI Global's Chief Operating Officer, Mr Tony Scotton, said: "This further move into the regulatory information and compliance market aligns with our existing publishing, compliance, training and assurance business activities and provides us with significant content for our publishing platform. As an integrated part of the SAI value chain, Anstat will have access to the resources and synergies that exist across the SAI group."

Anstat has three operating divisions:
Anstat Legislation is one of Australia's leading publishers of regulatory information, having established a strong niche in the tracking, publishing and distribution of Federal and State Government legislation and regulation to subscribers and the broader market.

Anstat Property Information a leading provider of property information needed for a property conveyance. It offers an easy-to-use web-based service that directly manages property certificate orders, keeps track of their status and retrieves them online. The service extends to the provision of ASIC and business search information.

Lawlex has three separate services - compliance and risk software, implementation consulting services and online regulatory publishing. The Lawlex compliance and risk software is relatively unique and is in use amongst a blue chip client base which includes some of Australia's leading organisations.

According to Mr Scotton: "Similar to our current StandardsWatch service, Lawlex operates a subscription based, electronic service that updates customers on changes to legislation. The service generates annuity streams and is experiencing a high rate of growth."

"The compliance and risk software toolkit service offered by Lawlex is also a subscription service which uses an ASP (application service provider) software platform that manages, tracks and reports on compliance and risk management processes and activities in an organization."

"The software performs a function that is similar to Easy i's OCCAM in that it tracks policy and procedure implementation and monitors and reports on corrective action resulting from complaints and incidents that arise. The product sits comfortably next to OCCAM, which monitors and manages training and awareness events, which are a subset of the overall corporate procedures that are required to manage and minimize compliance risks."

"As with Easy i, Lawlex provides implementation consulting support related to the establishment of risk and compliance management process. This value added service has also been growing strongly, driven by customers looking for a total compliance solution."

The consideration consists of an initial payment of approximately 9.6 million SAI Global shares, escrowed for 12 months, and $4.8m in cash. The initial payment essentially represents a multiple of 7 times the annualised 2005/06 EBIT of the combined Publishing and Property businesses. The Lawlex business is expected to become profitable during 2005/06 and be a source of significant growth in the future. Consideration for the Lawlex business will be by way of an "earn-out" arrangement. The "earn-out" is based on a maximum 8 times incremental EBIT across the Anstat Group by 30 June 2008, capped at an EBIT growth of $2.5m.