Alaris Holdings, a leading radio frequency technology holding and investment company expands its European footprint

With the acquisition of Kuhne electronic, based in Berg, Bavaria, Germany, the Group has established a valuable base in Europe, which supports the intent to expand its worldwide footprint. Alaris Holdings is a specialist in the RF technology field and has grown from a small consulting service to a powerhouse of extensive expertise, driven by owning and continuously developing intellectual property. The Alaris Holdings Group currently consists of five entities, being Alaris Antennas (in South Africa), COJOT (in Finland), mWAVE Industries and Alaris USA (in Maine, USA), as well as Linwave Technologies in the UK. With this acquisition, the Group increases its global footprint even further, which will result in a direct impact on future growth.

Kuhne electronic, founded in 1994, is an RF and Microwave electronics engineering company, which develops, manufactures, and sells products / components into the healthcare, industrial, radio amateur and defence market segments. It is an owner-managed entity, which has an in-house design and development team and a manufacturing department capable of supporting both prototype product build and medium scale batch manufacture. This includes a pick and place capability.

Kuhne electronic’s diverse and technically mature product spectrum ranges from highly linear power amplifiers for digital television (DVB-T), to super-low-noise preamplifiers for research in the field of radio astronomy, to bidirectional amplifiers and signal generators for RF heating. The team strives to deliver the best possible solutions to their worldwide customers for high-frequency and microwave technology in a special range from 100 MHz to 50 GHz. The development, design and the manufacturing of products take place under one roof at their location in Berg, Bavaria. Their laboratory is state-of-the-art and equipped with high-quality, innovative measurement technology to address their specialised range.

Alaris Holdings Group CEO, Juergen Dresel, has indicated previously that Alaris has set out to complement the Group with strong RF/Microwave electronics design and RF assembly capabilities. The acquisition of Kuhne electronics is complimentary to Linwave Technology, which supports the strategic roadmap outlined for the Group. A share purchase agreement was signed on Tuesday, 28th of June, with the closing date of the transaction being 30th of June 2022.

“Kuhne electronic provides a valuable footprint in the European market. There are significant synergies between Linwave and Kuhne including complementary product ranges, supply chain diversification and production capabilities, which provide undoubtedly valuable advantages to the Group and our strategic roadmaps,” stated Juergen Dresel.

Whilst Kuhne electronic is recognized worldwide for the performance of their power amplifiers and microwave generators and have repeatedly demonstrated this in renowned research projects, Mrs Jutta Kuhne, CEO of Kuhne electronic GmbH, expressed that they “are excited to become part of an international group of companies, thereby exploiting synergies to create new business opportunities. I think there is a great rapport between Kuhne electronic and Alaris Holdings and we were very warmly received, which is an excellent foundation ”.

Products of Alaris Holdings subsidiaries have developed over the years from components-based offerings to more complete antenna and RF/ Microwave systems solutions. By adding additional strong competency in RF/Microwave electronics design and manufacture which complements the existing product offering, the Group and its subsidiaries will be well-positioned to take a distinctive lead in its existing market.

Mrs Kuhne further noted that “the team of Kuhne is excited about the future of the business” and confirmed that “they are proud to be able to add value to the already advanced Alaris products by means of our intellectual property.” Mr Dresel added that “by adding Kuhne electronic to the ALH Group of companies, (it) will advance our drive to become even more subsystem oriented. Kuhne’s engineers are well-respected and Germany is known for the quality of its products. We are looking forward to providing our customers with increased cutting-edge technological solutions.”

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FINALISATION ANNOUNCEMENT AND TIMETABLE FOR SCHEME OF ARRANGEMENT

As a result of the Scheme becoming unconditional, the Company wishes to draw Alaris shareholders’ attention to the following important dates and times in relation to the implementation of the Scheme and de-listing of all Alaris Shares from the Alternative Exchange of the JSE.

EXERCISE OF OPTIONS IN TERMS OF THE ALARIS HOLDINGS SHARE INCENTIVE SCHEME

In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements, the following information is disclosed:

RESULTS OF GENERAL MEETING

Shareholders are hereby advised that at the general meeting (“GM”) of the Company held electronically today, 21 December 2021 at 12h00, all the resolutions to approve the Scheme were passed by the requisite majorities of the Company’s shareholders.

EXERCISE OF OPTIONS IN TERMS OF THE ALARIS HOLDINGS SHARE INCENTIVE SCHEME

In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements, the following information regarding the exercise of options is disclosed:

RESULTS OF THE ANNUAL GENERAL MEETING

Shareholders are hereby advised that the results of the voting at the annual general meeting of the Company held at 12h00 today, Thursday, 2 December 2021 at 1 Travertine, N1
Business Park, Old Johannesburg Road, Centurion (“AGM”), are as follows:

EXERCISE OF OPTIONS IN TERMS OF THE ALARIS HOLDINGS SHARE INCENTIVE SCHEME

In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements, the following information regarding the exercise of options is disclosed:

EXERCISE OF OPTIONS IN TERMS OF THE ALARIS HOLDINGS SHARE INCENTIVE SCHEME

In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements, the following information regarding the exercise of options is disclosed:

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COMBINED CIRCULAR TO ALARIS SHAREHOLDERS

Relating to:
• a scheme of arrangement in terms of section 114(1) of the Companies Act, proposed by the Alaris Board between Alaris and Alaris Shareholders, and to which the Consortium is a party, in terms of which, if successfully implemented, the Consortium will inter alia acquire all of the Exit Election Shares from the Scheme Participants for a cash consideration of R4.20 per Share;
• concurrently with the Scheme, a Standby Offer, which Standby Offer will become effective if a Standby Offer Trigger Event occurs, subject to the Standby Offer Conditions; and
• the possible delisting of all Alaris Shares from the Alternative Exchange of the JSE if the Scheme becomes Operative and the JSE approves the delisting pursuant to the approval of the Scheme Delisting Resolution or if the Standby Offer becomes Operative and the JSE approves the delisting pursuant to the approval of the Standby Offer Delisting Resolution;

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EXERCISE OF OPTIONS IN TERMS OF THE ALARIS HOLDINGS SHARE INCENTIVE SCHEME

In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements, the following information regarding the exercise of options is disclosed

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