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August 31, 1987

CPU COMPUTERS AGREES TO BE ACQUIRED BY SCOA OF FRANCE

By CBR Staff Writer

CPU Computers Plc announced on Friday that it was recommending a cash offer of 92 pence per share from conglomerate SCOA SA of Paris, valuing the company at UKP14.9m, and has irrevocable acceptances with respect to 56.9% of the shares outstanding. That’s the simple part. The story becomes complicated by the fact that SCOA, quoted in the Paris Bourse, where it is capitalised at about UKP110m, wants CPU to retain its London Unlisted Securities Market share quotation by acquiring its peripheral distribution businesses in France – 100%-owned, and Spain – 68%-owned, and raising the money to pay for them by issuing new CPU shares. At that point, SCOA, which has a chain of microcomputer stores in France, and also distributes and trades capital goods and vehicles, foodstuffs, textiles, pharmaceuticals and consumer goods in Europe, North America and Africa, would become the majority shareholder in an enlarged CPU. Shareholders who see a bright future for the enlarged group may well prefer to sit on their hands and hang onto their CPU shares. The priceput on the French and Spanish peripherals distribution business is about UKP5m; they had total turnover of about UKP7.5m and pre-tax profits of about UKP250,000. Annual turnover at CPU is currently running at near UKP30m, so the enlarged company will be doing close to UKP40m in peripherals distribution. It is also planned that CPU should acquire the 10% of its West German subsidiary, Synelec Datensysteme GmbH currently held by its mana-ging director W F Schaefer. Tom Fitzpatrick and David Johns have agreed to remain as joint managing directors until the end of this year, and remain on the board as non-executive directors until next June. Once all the transactions are complete, it is intended that CPU should look for further acquisitions to extend its position in the European market. The price of 92 pence is pitched at only 5% above the closing price on Tuesday, implying that SCOA would be delighted if many shareholders decide to hang on to their shares. Hope of a riv-al bid for the company put the CPU price up to 96 pence late Friday.

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