The establishment of the world's largest provider of technology solutions for the optical retail market is not yet quite a reality. Buchmann Optical Holdings has signed an agreement to acquire just over 51 percent of the loss-making Pro-Laser Group, staving off a possible bankruptcy of the young Israeli-based company, but to avoid any bad surprises, it has reserved the option to complete its merger with its own profitable Briot International subsidiary at any time within the next two and a half years - most likely before the end of 2001.
The total purchase price for the 51 percent equity has been set at 7.34 million euros, but doesn't include yet assumption of debt. Of this amount, e2.4 million will be paid by Briot to Pro-Laser in 24 monthly installments in the framework of a service, supply and license agreement. That will not prevent the two companies from establishing synergies in many countries where they will be able to offer also improved after-sale service. In a separate transaction, Briot has acquired Weco France from Pro-Laser for e340,000. Operations may be combined soon also in Germany and Italy.
Other terms of the complex transaction are intended to refinance Pro-Laser, whose lack of financial resources led to lower sales than expected in the 2nd quarter, ending up with an order backlog of only e10 million. About e4.6 million out of Buchmann's investment will be used to pay for 6,635,063 new shares in two installments, with the second one dependent on shareholders' approval at the company's July 26 general meeting.
Another major customer and shareholder of Pro-Laser, the Rodenstock group that had sold to it its former Weco and Rodenstock Instrumente subsidiaries in 1999, has agreed to invest about e6 million in equity and loans, raising its own stake in Pro-Laser to about 20 percent. Another major shareholder, Maberly Investments, has agreed to extend a previous loan, and to reduce interest charges.
To help lower Pro-Laser's cost base, the staff of its major subsidiary, the Weco company in Düsseldorf, will be trimmed down from 254 to 188 employees.
Meanwhile, Ron Jaegermann, founder of Pro-Laser, has agreed to resign as its CEO, but he will help to ensure a smooth transition. He will be replaced by Daniel Peyrot, the managing director of Briot, and by 3 other executives from both companies. On the French side, he will be assisted by Jean-Jacques Videcoq. On the German side, he will work with two former members of Weco's management, Frieder Löhrer and Thomas Müller. The new management will be coordinated by Jacky Buchmann, the French son of a German citizen who chairs the holding company in Belgium.