N.V. Industriele Maatschappij Simson.

During the course of the association with Evode Ltd. this company operated from four different locations. In 1955 their address is given as:

Industrie Weg 3,
Near Amsterdam.

In a document dated 30 December 1959 the address is:

Industrie Weg 9-29,

By 1964 the address is given as:

Stationstraat 48,

By the mid 1970s they had moved to s`Hertogenbosch but, at the time of writing there is no correspondence carrying their specific address.

The company colours adopted were red and black each piece of stationary carrying a chequered band in these colours at the top and bottom. The logo was a caricature of a strong man holding a dumbbell aloft.

The data on this company are held in eight files.

D5189/4/3/19. Correspondence 1954-1955. Stafford Records Office.
D5189/4/3/20. Correspondence 1955-1976. Stafford Records Office.
D5189/4/3/21. Formulations. 1964-9173. Stafford Records Office.
D5189/4/3/22. Technical Bulletins and Brochures in Dutch. Stafford Records Office.
File No.5. Royalty payments 1955-1962. Stafford Site.
File No.6. Agreements. Stafford Site.
File No.7. Correspondence Oct.1964-Dec.1965. Stafford Site.
File No.8. Correspondence Jan.-Sept. 1966. Stafford Site.

1. Introduction.

1.1. Prior to any agreement being reached between the two companies there was a considerable amount of correspondence commencing in February 1954 between HS and Bloch & Stibbe.

1.2. In June 1954 a proposal was made from Holland to import Evode products for sale in the designated territories rather than being manufactured but this did not find favour with HS.

1.3. There was considerable correspondence about testing Evode adhesive samples to prove that they were suitable for the Dutch market and under which brand name they should be sold. HS preferred sales to be made under the Evo-Stik brand name but Mr. Salmagne (who was a party to the negotiations) insisted that they be offered under the Simson name.

1.4. A joint company to perfect both the Evode and the Simson trade marks was rejected as too complicated to administer. It was agreed that Mr Salmagne could use his discretion as to which brand name should be used for adhesives sold into the shoe industry.

1.5. As, at this stage, Evode Ltd. was in effect a licensee of Angier Products Inc., they also were involved in these exchanges.

1.6. As was usual in these preliminary negotiations prior to an agreement being signed Evode Ltd. had to offer assurances concerning royalties to be paid, the extent of technical and commercial co-operation and a lot of background concerning the success of Evode Ltd.`s operations in the UK.

1.7. The negotiations were being carried on with a company called, at this stage, Simson Kleefstoffenfabriek Voorheen Firma Louis Wijnberg of which Mr. Salmagne was the managing director. It is not clear what association this company had with Bloch & Stibbe but it was obvious that it was close.
In later years Simson moved premises to both Waalwijk and s`Hertogenbosch where Bloch & Stibbe had manufacturing facilities. Their letter heading designated the company as “N.V. Nederlandsche Schoenenunie Bloch & Stibbe - Hollandia” with premises in Waalwijk, s`Hertogenbosch, Drunen and Gilze.
Additionally they were deeply involved some years later in the setting up of BATU Chemiewaren Produktions.

1.8. A document dated 30 December 1959 cites a report dated 22 July 1959 by Dunn and Bradstreet which states:-
“Industriele Maatschappij Simson N.V., Industrieweg 9-29, Mijdrecht, Netherlands was formed in 1959 at the present address with a capital of HFl.500,000 with HFl.200,000 paid up.
It was formed from a company formerly known as Simson Kleefstoffenfabriek Voorheen Firma Louis Wijnberg of Duivendrecht. Mr. Sandor Salamon Salmagne had assumed control of Firma Voorheen Louis Wijnberg on his own account. The business is engaged in the manufacture of and trade in rubber goods chemical products and related goods. The facilities are located at the above address which is also that of Firma Voorheen Louis Wijnberg.”

1.9. Mr. Salmagne retired from Simson on 1 February 1963 to be replaced by Mr. Theodorus Wilhelmus Steenvoorden.

2. Agreements on file. (File No.6. Stafford Site).

2.1. 6 December 1954.

This was a draft agreement to be entered into by Evode Ltd. and Messrs. Simson Kleefstoffenfabriek, Duivendrecht, Industrieweg 3, Nr. Amsterdam. It was drawn up as a tripartite agreement with Angier Productions Inc., containing corrections and amendments and was presumably meant for submission to Simson for them to get a feel of what they were undertaking. It is, of course, unsigned.

2.2. 21 March 1955.

An affidavit from Mr. Florientus Adrianus de Gelder LLD., a notary public in Amsterdam, to verify that Mr. Sandor Salamagne was the managing director of N.V. Industriele Maatschappij Simson and was authorised to sign engrossments of the licensee agreements with Angier Products Inc. and Evode Ltd.

2.3. 31 March 1955.

An exclusion agreement signed by Mr. Sandor Salmagne and others of Simson to the effect that this company would not manufacture or sell adhesives for “….the fixing of glazed tiles and mosaics to walls and floors and the slabbing of tiled fireplaces…..”. This was a standard exclusion agreed to by licensees when entering into an agreement with Evode Ltd.

2.4. 31 March 1955.

A formal agreement in tripartite form between Angier Products Inc., Evode Ltd. and N.V. Industriele Maatschappij Simson. The territory allotted to Simson was Holland, Belgium and Luxembourg. An interesting exclusion in this agreement was rubber solutions containing solvents which were sold to the automobile and cycle trades.

Royalties were 5% of invoiced sales, 40% of which were to be paid to Angier in dollars and 60% to Evode Ltd. in sterling. The terms of payment were as follows:-

For the first period of 12 months . . . £   500.00
For the second period of 12 months . . . £   750.00
For the third period of 12 months and subsequently . . . £1,000.00

The agreement was to continue until 1 January 1970.
It was duly signed by the representatives of all companies involved.
Otherwise it followed the standard format.

2.5. 22 July 1957. Special Release Document.

Sworn before Violet Jensen, Notary Public of the State of New York, Claude Brown, Vice President and Thomas H. Dugan Assistant Secretary of Interchemical Corporation of Ohio, released Evode Ltd. in the names of Herman Simon and John James Ernest Forman from any claims which Interchemical Corporation may have now or in the future and invalidate any existing arrangements entered into in the name of Angier Products Inc.

2.6. 7 November 1957.

An undated, unsigned, supplemental agreement to that of 31 March 1955 drawn up by Allen and Overy to formalise the situation which existed between Bothfield Corporation (formerly Angier Products Inc.), Evode Ltd. and N.V. Industriele Maatschappij Simson.
This agreement stated that as of 13 April 1956 the principal agreement which existed between Angier Products Inc. and Evode Ltd. was altered in specific ways to exclude reference to Angier Products Inc.
Clause 3 states that “Simson hereby acknowledges that Angier has assigned and transferred to Interchemical Corporation of 67, west 44th. Street, New York, New York, USA substantially all assets of Angier. . .”
Clause 4 states “Each of the parties hereto hereby released the other parties and the said Interchemical Corporation from all claims and demands. . .”
This, then, appears to be the formal arrangement which specified the parting of the ways between Angier Products Inc., Bothfeld Corporation, Interchemical Corporation, Evode Ltd. and various early licensees of Evode Ltd. which were subject to the tripartite agreements and which caused concern with some licensees feeling that they were not being kept informed about the subsequent contacts between Angier and Evode Ltd.

2.7. 20 July 1960.

This was an agreement between Evomastics Ltd. and Simson for the manufacture of an agreed range of mastics and sealants products.
Sales territories would be Holland, Belgium and Luxembourg.
Royalties were set at 5% of invoiced sales, calculated from the date on which manufacture commenced. The minimum royalties payable were to be:-

For the first 12 months . . . £   5000.00
For the second 12 months . . . £   7500.00
For the third 12 months . . . £10,000.00
For the fourth 12 months . . . £12,500.00
For the fifth 12 months and subsequently . . . £15,000.00

The license was to remain in force for 15 years.
It was signed by HS and JEL for Evode Ltd. and by Mr Salmagne for Simson.
The signature of Mr. Salamagne is certified by a Notary Public, Mr. Hendrik Gerrit van Otterloo on 15 July 1960.

2.8. 19 November 1964.

This is an agreement between Evode Ltd. and Simson and is one of an unusual nature for a licensee to be involved. Simson had now moved their facilities to Stationstraat 48, Waalwijk.
The agreement was supplemental to those of 31 March 1955 and 7 November 1957 and the subject of the agreement was for Simson to have the right to license N.V. Etikettenfabriek Gebr. Mogendorf, Arnhem, to manufacture Twinstik.
The license was to run from 31 December 1963 and to cover the territories of Holland, Belgium and Luxembourg but reserving the right for Evode Ltd. to trade in the product outside of these territories.
The license was to run for 15 years, termination date 1 January 1970.
Simson was to receive a royalty of 7.5% on invoiced sales the minimum royalties to be :-

For the first 12 months . . . £93.15
For the second 12 months . . . £187.10
For the third 12 months . . . £375.00
For the fourth 12 months . . . £562.10
For the fifth 12 months and subsequent . . . £750.00

If the licensee is unable to produce and sell the product due to force majeur for a period of three months at most the license will be terminated and the minimum royalty payments suspended. Should the period exceed three months both Simson or the licensee are entitled to terminate the agreement. The rights of the agreement are not assignable to any other party. The rights to formulae and production methods terminate with the lapse of the license.

The adhesive used to manufacture Twinstik must be purchased from Simson.
The agreement was signed by HS and JEL for Evode Ltd., and by Th. W. Steenvoorden for Simson in the presence of Martinus Franciscus Marie van Gurp a Notary Public on 16 November 1964.

2.9. 3 March 1969.

This agreement was one made amongst six partners, namely:-
The Naamloze Venootschap N.V. Inustriele Maatschappij Simson, Stationstraat 48, Waalwijk,Holland.
The N.V. Financierings-En Beleggings Maatschappij De Rietvink N.V., Vondelstraat 91, Amsterdam, Holland.
The N.V. Plastiflex (Holland) N.V., Vondelstraat 91, Amsterdam, Holland.
(called the companies) of the first part.
Evode Ltd. (Evode) of the second part.
Evomastics Ltd. (Evomastics) of the third part.
Simvic Ltd. (Simvic) of the fourth part.
David Eduard Stibbe of Boslaan 4, Vaught, Holland.
Marie Betsy Bloch of St. Michielsgestelweg 3, Vaught, Holland.
Betsy Stibbe of Oisterwijk Klompven 8, Holland.
(called the partners) of the fifth part.
N.V. Industriele Maatschappij Simson of the sixth part.

BATU Chemiewaren Produktions und Handelsgesellschaft mit Beschrankter Haftung (a limited liability company), situated at Hontzlarstrasse 12, Rheydt, West Germany was incorporated on 8 February 1966 with a foundation capital of DM21,000 and was established by “the partners” on 23 March 1966. Originally called BATU Chemiewaren Handelsgesellschaft mit Beschrankter Haftung the name was changed to the above on 31 August 1967.

Each of the partners holds one third of the capital of DM7,000.
With the consent of Evode Ltd. and Evomastics Ltd. BATU has been acting as a distributor in West Germany and West Berlin for mastics products purchased from N.V. Industriele Maatschappij Simson. The sales territory is to be extended to East Germany.
The purpose of the agreement was to dissolve the partnership of Bloch and Stibbe and to transfer the assets and liabilities to BATU, the parties listed below holding the assets specified.

N.V. Maatschappij Simson DM49,000
N.V. Financierings-En Beleggingsmaatschappij De Rietvink N.V. DM49,000
N.V. Plastiflex (Holland) N.V. DM2,000
Evode Ltd. DM40,000
Evomastics Ltd. DM30,000
Simvic Ltd. DM30,000

The original partners are to receive DM50,000 in equal proportions.

On completion of these financial arrangements supplemental agreements to be entered into between Evode Ltd. and Simson additional to that of 31 March 1955, Evomastics Ltd. and Simson additional to that of 20 July 1960, Simson and BATU allowing exclusive distributorship of products (mastics) purchased from Simson to be sold by BATU in East and West Germany.
Th. W. Steenvoorden was appointed as manager for BATU. B. N. L. Bult who had originally managed BATU was retained as an additional manager. The management was required to issue monthly sales and financial statements and any other data which affected the company.
There was a clause in the agreement to the effect that, if the management thought that the sales generation was sufficient and if it were agreed by all parties particularly Evomastics Ltd., the products could be manufactured by BATU in Germany in which case purchases from Simson would cease.
Should it be necessary to raise further working capital for BATU this would be done through Evode Ltd., Evomastics Ltd. and Simvic Ltd. raising the loan but the input by these companies “…..shall always be one half of the total issue capital of BATU…..”
The companies involved in this agreement would supply support back-up with regards to administration, accountancy, secretarial and selling services until such time as BATU is in a position to deal with these matters.
BATU is given the right to use all trade marks currently used by Evode Ltd, Evomastics Ltd. and Simson N.V.

In the event of the termination of this agreement it was written into the contract that :-

  1. Simson N.V. will not for a period of three years after termination as a result of efflux of time or
  2. At any time thereafter if termination was for any other reason be entitled to manufacture and/or sell the products in East and West Germany (including Berlin) unless by that time BATU is manufacturing the products. BATU will enter into an agreement with Evomastics Ltd. for the appropriate right to distribute the products.
    In the event of termination BATU shall be dissolved. (No time limit was placed on this statement).
    Benefits would accrue to the Evode Group through royalties obtained from Simson N.V. due to sales to BATU or should BATU enter into an agreement with Evomastics Ltd. directly from sales by BATU.
    The document was signed by representatives of all of the companies involved plus David Eduard Stibbe, Marie Betsy Bloch and Betsy Stibbe.
    The signatures of the Dutch participants were verified by a Dutch notary public Theodor Heimans of Amsterdam on 5 December 1968.
    Th. W. Steenvoorden signed for Simson N.V.
    J. Sprenger signed for N.V. Financierings-En Beleggingsmaatschappij De Rietvink.
    S. Meijer signed for Plastiflex (Holland) N.V.

Attached to this document were the following :-

  1. A draft memorandum of association in German.
  2. A draft memorandum of association in English.
  3. A draft supplementary agreement between Evomastics Ltd. and Simson N.V.
  4. A draft supplementary agreement between Evode Ltd. and Simson N.V.
  5. A distribution agreement between Simson N.V. and BATU for West Germany.
  6. An employment agreement between BATU and Th. W. Steenvoorden.
  7. An employment agreement between BATU and B. N. L. Bult.

2.10. 22 September 1969.

A supplemental agreement to that dated 31 March 1955 (as altered).
This was an agreement between Evode Ltd. and N.V. Industriele Maatschappij Simson N.V. now resident at Stationstraat 48, Waalwijk.

The original agreement of the above date was extended to 1 January 1985 but the royalties payable were to be varied as from 1 January 1970 as follows :-

3% per annum on turnover up to and including £400,000.
1.5% per annum on turnover in excess of £400,000 up to £500,000.
1% per annum on turnover in excess of £500,000.

The original agreement was also altered as follows :-
  1. The right for Simson N.V. to use formulae and processes to manufacture products in the territories agreed.
  2. The rights to sell in the territories agreed.
  3. Evode Ltd will not license any other party to manufacture within the territory agreed.
  4. Evode Ltd. will not sell products in the territory agreed.
  5. Simson N.V. will only sell products within the territory agreed.
  6. Numerous clauses were included regarding protection of letters patent and the obligations of Evode Ltd. and Simson N.V. in doing so.
  7. At the end of the agreement whether by termination by either party or by efflux of time Simson N.V. will forego all rights granted in this agreement.

The agreement was duly signed by officers of Evode Ltd. and Simson N.V. the latter being witness by a notary public Th. Heimans of Amsterdam on 5 December 1968.

2.11. 22 September 1969.

This agreement was supplemental to that of 20 July 1960 between Evomastics Ltd. and Simson N.V.

It was, in effect, the formal agreement of the draft referred to in section 1.9. above and allowed Simson to supply to BATU mastics products made under license from Evomastics Ltd. for distribution into East and West Germany including Berlin.

The royalty due to Evomastics Ltd. was varied from from 5% on invoiced sales as in the original agreement to 2.5% on invoiced sales to BATU, although more specific detail is given below. Two examples of how Simson calculated its manufacturing costs and selling costs to BATU are included in the agreement. These are for two part Thiokol-based mastics and Butyl 37. With regard to sales to BATU, Simson was restricted to products made under license from Evomastics Ltd. to the exclusion of all other similar products. (Simson did, however, distribute Dow Corning silicone sealants).

The agreement was to remain in force until 1 January 1985.

From 1 January 1970 the manner in which royalties accruing to Evomastics Ltd. was to be varied.

Turnover A.

  1. A 3% royalty was to be paid up to and including a turnover of £400,000.
  2. A 1.5% royalty to be paid up to and including a turnover of £500,000.
  3. A 1% royalty to be paid when there was a turnover in excess of £500,000.

Turnover B.

  1. A 1.5% royalty was to be paid up to and including a turnover of £400,000.
  2. A 0.75% royalty was to be paid when turnover was in excess of £400,000.

Turnover A was to be calculated on total invoice value per annum on all sales within the normal Simson selling territories of Holland, Belgium and Luxembourg.

Turnover B was to be calculated on total invoice sales per annum on sales to East and West Germany including Berlin.

Evomastics Ltd. agrees not to license any other company to operate within the territories ceded to Simson and will, itself, not sell into these territories.

Simson will not sell outside its allotted territories or manufacture outside its area.

Evomastics agrees to allow Simson to manufacture new products which may subsequently be developed.

The agreement was duly signed and witnessed as described in 1.10 above.

2.12. 15 April 1970.

This agreement was made between Evode Ltd., BATU Chemiewaren Produktions und Handelsgesellschaft mit Beschrankter Haftung, Hontzlarstrasse 12, Rheydt, West Germany and N.V. Industriele Maatschappij Simson N.V.

It acknowledged that Evode Ltd. and Simson were partners in the establishment of BATU, its function and sales territories but stated that BATU would not be in a position to commence the manufacture of products for at least five years but Evode Ltd. and Simson were willing to supply products to BATU until such time as BATU was in a position to manufacture on a commercial scale.

Sales rights within the territories of East and West Germany would commence from July 1970.

Products would be supplied by either Evode Ltd. or Simson, BATU being allowed to choose supplier on the basis of price.

Royalties were set as follows (presumably meaning when BATU eventually began to manufacture products) :-

3% on turnover up to and including £400,000.

1.5% on turnover between £400,000 and £500,000.

1% on turnover in excess of £500,000.

The agreement had a life of 15 years from the date of commencement of sales. (up to 1 January 1985).

Products deemed “new” were to carry a royalty of 3% on turnover.

Should BATU elect to use Evode Ltd. or Simson N.V. trade marks in the event of termination of the agreement the right of use of these trade marks would expire within one year.

Also, on termination, should BATU be manufacturing on a commercial scale, the use of all inventions generated by Evode Ltd. or Simson N.V. would cease forthwith.

The agreement specified that Simson had no rights to manufacture or sell into the territories assigned to BATU which would purchase products from Evode or Simson for sale in those territories, nor would Simson have the right to do so on termination of the agreement.

The clauses of this agreement followed the standard pattern of agreements drawn up with other licensees, however, as Evode Ltd. was a founding partner of BATU the language used was slightly varied to take account of this fact.

The agreement was signed on behalf of Evode Ltd. by JEL and Mrs. Dulcie Bell-Nash and on behalf of BATU by Th. Steenvoorden, attested by a notary public H. C. J. M. van Mechelen on 10 April 1970.

It is interesting to speculate why so many and intricately worded agreements were required to set up BATU. Admittedly this was a situation which was new to Evode Ltd. in setting up a new continental company with so many diverse partners. If nothing else Allen & Overy were always meticulous in their preparation of these agreements. It is my personal opinion however that Evode were attempting to safeguard the situation should anything go wrong.

The undertaking by Evode Ltd. to supply product to BATU before the commencement of production would have posed problems if the products were to be supplied in small saleable packages rather than in bulk to be filled out by BATU.

Germany was a country which insisted on clear and correct labelling in their own language, a facility which Evode Ltd. did not possess. On numerous occasions Evode Marketing Dept. rejected appeals to consider foreign language labelling on the basis that the major product sales were made to UK based customers and that there was insufficient space on the product labels.

Despite the fact that I obtained numerous examples of products made by the Dutch company BISON with instructions for use printed in at least four languages the pleas went unanswered.

To accommodate German customers who purchased Flashband German language labels were commissioned by Evode Export Ltd.

3. Royalty Payments. (File No. 5. Stafford Site).

Details of royalty payments are only available between December 1955 and December 1962. During this period the value of the Dutch Guilder against the Pound Sterling varied therefore on the accompanying graph values have been shown in Dutch Guilders.

Over the seven years on which data is available the best estimate of royalties received is HFl.138,600 which equates approximately to £13,600. This figure is inclusive of HFl.8,700 due to Angier Products Inc.

Royalty returns were made on sales of adhesives, mastics products, Simfix (ceramic tile adhesive) and CTF. By 1959 Simson was providing detailed data on the products sold by name, the amount and the invoiced sales value.

This turned out to be a complicated exercise and many mistakes were made which led to late payments for which Mr. Salmagne had regularly to apologise.

4. General Correspondence.

These topics are taken from Files D5189/4/3/20 (Stafford Record Office), Files No. 7 and No.8 (Stafford Site). They are by no means a fully comprehensive exchange which took place between the companies during the period 1954-1976 which they span.

4.1. Sales and Marketing.

Letter dated 14 October 1957.

Mr Salmagne wrote to arrange a visit to Stafford to discuss with HS and EHB the poor sales to date achieved in Holland and how these could be improved.

Memo dated 14 July 1958

HS writes to EHB that Simson are now doing a turnover of roughly £30,000 p.a. one fifth of which is sold into Belgium. He suggests that Belgium has a much larger capacity for the consumption of adhesives (without giving the reasons for this claim) and Simson must be encouraged to aim at a turnover of £50,000 p.a. in the forthcoming year, the fifth year since they took a license.

Letter dated 7 November 1961.

From Th. Steenvoorden to HS concerning N.V. Etiketienfabriek Gebr. Mogendorff and the manufacture of Twinstik. A license was signed between this company and Simson on 19 November 1964.

Apparently Mr. Mogendorff had visited a factory in Chicago which made Kleen-Stik a product which was going to be made under license in the UK by Sterling Coated Materials Ltd. There had been a previous meeting between HS and Mr, Mogendorff and complaints came from the latter that HS had been frugal with the information offered.

In his reply dated 14 November 1961 in their discussions it had been pointed out that competition for Twinstik came from 3M, Beier and Kleen-Stik which was US and UK produced. HS also claimed that Evode supplied Twinstik under a Kleen-Stik own brand label.

Letter dated 25 February 1964.

JJEF wrote to Th. Steenvoorden concerning a visit to Stafford by Mr. De Maat.

At this stage the range of products in which Simson were becoming interested was widening. These included adhesives, ceramic tile adhesives, mastics, shoe products and floor toppings. A failure in the original format of the Licensee agreements was that they were open-ended and once signed up a licensee could ask for the formulation of any product made by Evode which fell within the cover of that particular agreement.

Correspondence in April 1965.

This concerned a letter received by Simson from a company in Switzerland, Chemitex G.m.b.H., Zurich concerning the supply of mastics products. Simson duly informed Evode and HS took the decision that Switzerland as a market should be supplied by Flli. Zucchini, Evode`s Italian licensee. It was an ongoing balancing act as to which company a market was assigned particularly when they did not make a similar range of products.

As an example Simson was becoming more involved in the supply of mastics products into Germany because Werner & Mertz did not have an interest in manufacturing these products.

However previously Evomastics Ltd. had supplied products to specific customers in Germany and in July 1966 there was a complaint from Christian Ewald Schmidt & Co., Remscheid-Haddenbach. This complaint arose concerning the late supply of product previously supplied by Evomastics Ltd. at specific prices, but now, due to the obligations to Simson who had a license to manufacture, the enquiry had been passed to them. There was a great deal of exasperation from the German company about the delay and it was an ideal example of how to antagonise a customer and lose business by sticking by your obligations.

Letter dated 3 September 1965.

HS wrote to Th. Steenvoorden concerning the royalties due to Simson from N.V. Etiketienfabriek Gebr. Mogendorff with whom they had a license for the manufacture of Twinstik. I believe that this arrangement fell apart due to non payment of royalties.

4.2. Richards Tiles Adhesives.

Letter dated 19 March 1958.

This is the first indication that Simson is interested in the manufacture of the Evode/Richafix range of tile adhesives. From its contents there had apparently been earlier exchanges on the matter and an indication that Simson already made and sold an adhesive for bonding ceramic tiles. HS points out that, should an agreement be reached for Simson to make the Richafix range, these products would be the only adhesives they may sell for this application. The usual royalty return is suggested at 3% for Evode Ltd. and 2% for Richards Tiles Ltd.

Letter dated 21 July 1959.

Judging from the contents of this letter Simson began the production of the Richafix range of products on 31 March 1959 although there is no supporting data in the form of an agreement nor which range of products they would be licensed to make. The brand name “Simfix” was used for these ceramic tile adhesives.

4.3. Shoe Topics.

In July 1965 S.B. Knowlden visited Simson with a view to looking at the market for toe puffs and stiffeners. Simson had a close association with Bloch and Stibbe a company involved with shoe manufacture. A copy of SBKs report is not on file but VV replied at length to Simson on 29 July, commenting on the samples of toe puffs and stiffeners brought back by SBK.

His comments suggest that Evode`s technology was ahead of that currently used in Holland and he gave detailed comments on the use of Thermovik, Supercelavik and Polyvik.

Suggestions were made concerning a visit to Holland to demonstarate these products.

In September 1966 C.W. Cooper made a visit to Holland to demonstrate the use of printed-on toe puffs using the Cox & Wright machine which was available at that time. These demonstrations were not very successful due to the inadequacies of the machine and were done in the presence of the Cox & Wright representative in Holland. It was a learning curve and C&W went back to the drawing board on the basis of these results.

However CWC was able to be more positive on the use of thermoplastics materials for stiffeners and proposed making arrangements for a demonstrator to visit Holland as a quick follow-up to visit chosen shoe facilities.

4.4. General Correspondence.

4.4.1. A letter dated 29 November 1955 advised that Mr. Sluyter would be in charge of selling adhesives.

4.4.2. In a letter dated 5 January 1956 HS agreed to 1 October 1955 as being the date on which the production of products under license was commenced.

4.4.3. Mr. Salmagne advised in a letter dated 18 April 1957 that he has just come out of hospital having had a hernia operation and would not be returning to work for a further two weeks.

4.4.4. As so often happened there could be a misunderstanding or a breakdown in communication with a licensee. Such was the fact when HS had to go to some lengths in a letter dated 7 May 1957 to Mr. Salmagne to explain why Interchemical Corporation did not want to take up the Angier commitments to Evode Ltd. after Mr. Salmagne had asked why Evode Ltd had broken with Angiers Products Inc.

HS explained that the break was not Evode`s doing but happened because:-

  1. Interchemical Corporation was wary of the Anti-Trust laws currently in force in the US.
  2. They were dubious about coming to terms with a new range of products such as those offered by Angier.
  3. There were potential clashes with Interchemical`s existing agreements with overseas companies which manufactured printing inks, dyes and stoving enamels.

Apparently it was at the Bank of England`s insistence that a tripartite agreement had to be entered into.

4.4.5. Letter dated 3 December 1964.

As had happened with other licensees the question of Du Pont representatives obtaining information from conversations with technical staff was raised with Th. Steenvoorden and caution was counselled.

4.4.6. Letter dated 11 January 1965.

HS writes to inform Th. Steenvoorden that on 30 January he is leaving for a six weeks tour of Iran, India, Thailand, Hong Kong, Japan, Australia, New Zealand the US and Canada.

4.4.7. Letter dated 12 January 1965.

HS passed to Th. Steenvoorden a report prepared by Clive Beard, the manager of the Technical Service Dept., Evode Ltd., on a visit made to Rye Machinery Co. which was the representative for Helma Nohoma edge veneering machinery.

(This was a new name to me so far as this type of machinery was concerned).

4.4.8. There was some correspondence in late 1965 and early 1966 with Aachner Misch-und Knetmaschinen Fabrik Peter Kupper in Aachen concerning a Kupper machine to be supplied to Electric Reduction Co. Ltd. in Canada. A technical problem had arisen with the customs authorities in Canada concerning the construction of the machine and HS asked Simson to liaise with Peter Kupper in order to get the construction right and to make sure that they kept to the delivery time. Cor Keijzer was seconded to this task.

This type of machine created considerable interest amongst the licensees for the production of mastics materials such as Plumber Mait. HS was asked by Flli Zucchini to ascertain whether a favourable price could be negotiated with Kupper for the supply of this equipment to other licensees. Evomastics Ltd. were also interested. It was not clear whether Simson already had a Kupper machine or whether Mr Keijzer`s help was enlisted to talk to Kupper because Simson was geographically close. (Mr. Keijzer was the Technical Manager of Simson).

Although quite a lot of the correspondence was of a social nature there was a good exchange of information between the companies particularly when exchange visits were made. Each was always willing to pass on the benefits of their experience to the other with regard to manufacturing methods and filling out equipment, packaging and marketing.

Of all of the licensees the representatives of Simson probably spent more tome at Stafford than any of the others.

5. Simson and European Strategy.

A paper dated 1 May 1974 of the above title is on file. This was written by AHS for presentation to the Evode Holdings Board.

It states:- BATU was set up to exploit the German mastics/sealants market, to be controlled by Th. Steenvoorden with a view to manufacture by July 1975 (a fact which did not materialise). Austria and Switzerland originally within the Flli. Zucchini sphere of influence had been ceded to BATU.

In 1972 HS had approached Bloch and Stibbe with a view to selling their 50% interest in Simson because B&S had cash flow problems. This course of action was not pursued.

An alternative was to purchase 50% of the Simson shares payable over 5 years and, if necessary, make a loan to Bloch and Stibbe-Beheer which was the selling arm of Simson. In April 1974 B&S said that they would consider this proposal for

HFl.2 million in cash. BATU would also be acquired for HFl.300,000.

Evode would find this cash difficult to raise and projected profits from Simson did not look promising.

Also EEC regulations on the purchase of continental companies had changed and required the transactions to be made in US dollars making any purchase even more expensive at about £500,000.

The disadvantage to this situation was that it would restrict other investments in Europe.

Purchase of 50% of Simson and take over of BATU was rejected by any of the alternatives.

Finally to consider total acquisition of BATU and Simson and to put effective control of these companies into the hands of Stafford based personnel, not an attractive proposition for Bloch and Stibbe-Beheer.

In effect the proposal was to do nothing, and nothing was done.


There is a hand written memo dated 10 March 1976 on file to HS written by DFC (Derek Channon) on the subject of BATU and complaining about Th. Steenvoorden`s attitude at a meeting on this subject (not for the first time) and raising concern about the performance of BATU.

Th. Steenvoorden blamed the performance on the poor sales of Dow Corning silicone sealants and Flashband and predicted that they would decline further if Flashband was not made more competitive. Th. Steenvoorden resisted a reduction in the price of Flashband by reducing his commission.

This appraisal was not believed by Evode but a net loss for 1976 was being forecast. Th. Steenvoorden had no long term strategy to deal with the situation, which brought into question his suitability to remain as chief executive of BATU. An alternative was to take over BATU or apportion the BATU sales to EMFI.

Alternative 2 was to sack Th. Steenvoorden and to appoint a German chief executive.

This memo raised a point which was becoming increasingly obvious to those involved with the overseas companies which was the lack of Evode managerial control eventually proving our downfall at EMFI.

November 2004.

Amended January 2005.