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8-K - FORM 8-K - TELEDYNE TECHNOLOGIES INC | v58203e8vk.htm |
Exhibit 99.1
NewsRelease
Teledyne Technologies to Acquire DALSA Corporation
THOUSAND OAKS, Calif. and WATERLOO, Ontario December 22, 2010 Teledyne Technologies
Incorporated (NYSE: TDY) (Teledyne) and DALSA Corporation (TSX: DSA) (DALSA) jointly announced
today that they have entered into a definitive agreement that provides for the acquisition of DALSA
Corporation by a wholly-owned subsidiary of Teledyne. Pursuant to the transaction, Teledyne will
acquire all of the outstanding common shares of DALSA for CAD $18.25 per share payable in cash.
The aggregate value for the transaction is approximately CAD $341 million, taking into account
DALSAs stock options and net cash as of September 30, 2010.
Headquartered in Waterloo, Ontario, DALSA is an international leader in high performance digital
imaging and microelectromechanical systems (MEMS) with approximately 1,000 employees worldwide.
Established in 1980, DALSA designs, develops, manufactures and markets digital imaging products and
solutions, in addition to manufacturing custom MEMS products. DALSAs imaging products and
services include high-resolution, high-performance CCD and CMOS imaging sensors, electronic digital
cameras and image processing software for use in industrial machine vision, advanced medical
imaging and high resolution aerial and satellite imagery. For the twelve months ended September
30, 2010, DALSA had sales of approximately CAD $201 million.
Teledyne and DALSA are each acknowledged leaders in digital imaging technology but our product
lines and customer bases are almost entirely complementary. For example, DALSA produces among the
worlds most advanced visible light imaging sensors and cameras for commercial applications, while
Teledyne produces extreme resolution infrared sensors and subsystems primarily for government
applications, said Dr. Robert Mehrabian, Chairman, President and Chief Executive Officer of
Teledyne. The combined strengths of Teledynes and DALSAs leading imaging technologies will
allow us to develop new infrared and visible light products that serve our respective markets and
customers. Furthermore, DALSAs custom MEMS capabilities will be augmented by having access to
Teledynes extensive MEMS research activities and advanced process technologies.
With the acquisition of DALSA, Teledyne is making a substantial commitment to Canada. We are
especially attracted to strong support for research and development and advancement of technology
provided by both the Canadian Federal and Provincial Governments of Ontario and Quebec. Finally,
following the acquisition of DALSA, and the previously announced divestiture of Teledyne
Continental Motors, Teledyne will be transformed into a pure-play electronics, instrumentation and
engineering focused company.
I view this transaction as a natural evolution for DALSA and a positive development for all DALSA
stakeholders including shareholders, employees, executives, local communities, customers and
vendors, commented Dr. Savvas Chamberlain, Chairman of the Board and Founder of DALSA. The
decision to be a part of a larger organization recognizes that in order for DALSA to become a
billion dollar company, we need to team up with an industry leader with complementary technologies. Finally, as the founder of the company, I am pleased to see DALSAs name live on, in
its new incarnation as Teledyne DALSA.
Being part of the Teledyne team will provide many opportunities for accelerated growth for DALSA,
said Brian Doody, Chief Executive Officer of DALSA. I am looking forward to working with my
existing management and executive team, along with the Teledyne team, as we move forward together
in the next stage of the companys development. As envisioned in the agreement with Teledyne, our
principal operations will continue to function in their existing locations. Moreover, Teledyne
expects to continue to invest in our technology and business.
Additional Information About the Transaction
The purchase price payable by Teledyne of CAD $18.25 per common share represents a premium of 27.7
percent over the twenty-day volume weighted average trading price of CAD $14.29 for DALSA common
shares on the Toronto Stock Exchange for the period ending December 21, 2010. Holders of
approximately 6.4 million DALSA common shares, representing approximately 34.7 percent of DALSAs
outstanding common shares, have entered into support agreements with Teledyne pursuant to which
they have agreed to support and vote in favor of the transaction.
The transaction will be carried out by way of a statutory plan of arrangement under the Business
Corporations Act (Ontario). The completion of the transaction is subject to, among other things,
the approval of shareholders of DALSA representing at least two-thirds of the common shares of
DALSA represented at a special meeting of shareholders of DALSA to be called to consider the
transaction and Court approval. In addition, the transaction is subject to a number of additional
closing conditions, including receipt of required regulatory approvals, as well as other customary
closing conditions.
The transaction has been reviewed by a Special Committee of the Board of Directors of DALSA and has
been unanimously approved by the Board of Directors of DALSA following the unanimous recommendation
of the Special Committee. The Board of Directors of DALSA unanimously recommends that the
shareholders of DALSA vote in favor of the transaction. Canaccord Genuity Corp acted as financial
advisor to DALSA, and the Special Committee and the Board of Directors have received an opinion
from Canaccord Genuity that the consideration offered under the transaction is fair, from a
financial point of view, to DALSAs shareholders.
The definitive agreement contains a termination fee in the amount of approximately CAD $10.2
million, which is payable by DALSA to Teledyne in certain circumstances if the transaction is not
completed. The definitive agreement provides that DALSA will call and hold a special meeting of
the DALSA shareholders for the purposes of considering the transaction. If all necessary approvals
are obtained and the conditions contained in the definitive agreement are satisfied, DALSA and
Teledyne expect that the transaction will close in February 2011.
DALSA anticipates declaring a quarterly dividend, consistent with previous practices, prior to the
closing date.
Full details of the arrangement and certain other matters will be included in the management
information circular of DALSA (the Information Circular) which will be filed with the regulatory
authorities and mailed to DALSA shareholders in accordance with applicable securities laws.
Shareholders may obtain a copy of the definitive agreement, Information Circular of DALSA, and
other meeting materials when they become available at www.sedar.com.
This press release is for informational purposes only. It does not constitute an offer to purchase
shares of DALSA Corporation or a solicitation or recommendation statement under the rules and
regulations of the United States Securities and Exchange Commission.
About Teledyne Technologies
Teledyne Technologies is a leading provider of sophisticated electronic subsystems, instrumentation
and communication products, engineered systems, aerospace engines, and energy and power generation
systems. Teledyne Technologies operations are primarily located in the United States, the United
Kingdom and Mexico. For more information, visit Teledyne Technologies website at
www.teledyne.com.
About DALSA Corporation
DALSA Corporation is an international leader in high performance digital imaging and semiconductors
with approximately 1,000 employees worldwide, headquartered in Waterloo, Ontario, Canada.
Established in 1980, the company designs, develops, manufactures and markets digital imaging
products and solutions, in addition to providing MEMS products and services. For more information,
visit DALSAs website at www.dalsa.com.
Forward-Looking Information Cautionary Notice
This announcement contains forward-looking information within the meaning of applicable Canadian
securities laws and intended to qualify for the safe harbor from liability under the United States
Private Securities Litigation Reform Act of 1995, with respect to managements beliefs about the
financial condition, results of operations and businesses of Teledyne and DALSA in the future.
Forward-looking information involves risks and uncertainties, is based on the current expectations
of the management of DALSA and Teledyne and is subject to uncertainty and changes in circumstances.
The forward-looking information contained herein may include statements about the expected effects
on Teledyne of the transaction, the anticipated timing and scope of the transaction, expected
timing of the completion of the transaction, anticipated earnings enhancements, estimated cost
savings and other synergies, costs to be incurred in achieving synergies, anticipated capital
expenditures, the declaration of a dividend by DALSA, other strategic options and all other
statements in this announcement other than historical facts. Forward-looking information includes,
without limitation, statements typically containing words such as intends, expects,
anticipates, targets, estimates and words of similar import. By its nature, forward-looking
information is not a guarantee of future performance or results and involves risks and
uncertainties because it relates to events and depends on circumstances that will occur in the
future. Actual results could differ materially from this forward-looking information. Many
factors could change anticipated results, including unanticipated issues associated with the
satisfaction of the conditions to the transaction, issues associated with obtaining necessary
regulatory approvals, including Court approval of the arrangement, and the terms and conditions of
such approvals, Teledynes ability to integrate the acquired operations, retain customers and
achieve operating synergies, the ability to develop and market new products, failure of the
requisite number of DALSA shareholders to approve the transaction, operating results of DALSA being
lower than anticipated, and unexpected acquisition-related costs and expenses. In addition,
financial market fluctuations may affect the value of Teledynes pension assets. Certain of these
and other factors that could affect DALSAs business are discussed in DALSAs Annual Report for the
fiscal year ended December 31, 2009. Additional information concerning factors that could cause
actual results to differ materially from those projected in the forward-looking statements is
contained in Teledynes periodic filings with the Securities and Exchange Commission, including its
2009 Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Neither Teledyne nor DALSA
undertake any obligation to publicly update or revise any forward-looking information, whether as a
result of new information, future events or otherwise.
Investor
|
Jason VanWees | |
Contact:
|
Teledyne Technologies | |
(805) 373-4542 | ||
Investor
|
Patrick Myles | |
Contact:
|
DALSA Corporation | |
(519) 886-6001 x2177 |