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August 16, 2006
CAMBRIDGE, U.K. -- TTP Communications plc and 7layers AG today announce they have entered into a definitive agreement regardingthe sale of their joint venture, 7 layers UK Limited, to SGS UK Limited ('SGS').The transaction comprising the sale of the issued share capital of 7 layers UKLimited is an all cash transaction valued at £10.5m plus £0.9m net cash. Theproceeds will be divided equally between TTP Communications plc and 7 layers AG.7 layers UK is a test and certification business offering third-party testservices for the designers and manufacturers of GSM, GPRS and 3G products andmodules.
The sale proceeds accruing to TTP Communications plc, estimated at £5.7m andsubject adjustment, will be used to fund ongoing development programmes withinits subsidiary TTPCom Limited.
The sale proceeds resulting from this transaction will be employed by 7 layersAG to expand its recently installed, progressive service fields, thus promotingthe further growth of the international 7 layers group.
The Managers of 7 layers UK are expected to remain in their current positions asa result of the sale of the Company to SGS.
The profit after taxation of 7 layers UK for the year ended 31 March 2006, theperiod covered by the most recently audited report and accounts of thatbusiness, was £909,000. The gross assets of 7 layers UK at 31 March 2006 were£5,059,000; net assets at that date amounted to £2,865,000.
Completion is subject to the approval of the German Federal Cartel Office(Bundeskartellamt), a process which it is estimated will be completed by the endof August.
TTP Communications plc
7 layers AG
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