Teledyne Technologies to Acquire LeCroy Corporation
29 Mai 2012 - 1:31PM
Business Wire
Teledyne Technologies Incorporated (NYSE:TDY) (“Teledyne”) and
LeCroy Corporation (NASDAQ:LCRY) (“LeCroy”) jointly announced today
that they have entered into a definitive agreement that provides
for the merger of LeCroy Corporation with a wholly-owned subsidiary
of Teledyne. Pursuant to the transaction, Teledyne will acquire all
of the outstanding common shares of LeCroy for $14.30 per share
payable in cash. The aggregate value for the transaction is
approximately $291 million, taking into account LeCroy’s stock
options, stock appreciation rights and net debt as of March 31,
2012. The transaction was unanimously approved by the Boards of
Directors of Teledyne and LeCroy. In addition, LeCroy directors and
executive officers, including founder Walter LeCroy, have agreed to
vote their shares in favor of the transaction.
Founded in 1964 and headquartered in Chestnut Ridge, N.Y.,
LeCroy is a leading supplier of oscilloscopes, protocol analyzers
and signal integrity test solutions with approximately 500
employees worldwide. For its fiscal year ended July 2, 2011, LeCroy
had sales of approximately $178.1 million.
“LeCroy will broaden our portfolio of analytical instrumentation
businesses by adding a leader in electronic test and measurement
solutions,” said Dr. Robert Mehrabian, Chairman, President and
Chief Executive Officer of Teledyne. “We are particularly impressed
with LeCroy’s strength in the market for high-performance
oscilloscopes. Furthermore, I am excited about the potential for
LeCroy to provide an ideal commercial outlet for our unique Indium
Phosphide (InP) process technology and ultra high frequency mixed
signal design capabilities developed at Teledyne Scientific
Company, our R&D laboratories.”
“This transaction provides a substantial premium for our
shareholders and provides exciting opportunities for our customers
and employees,” said Mr. Thomas Reslewic, President, Chief
Executive Officer and Director of LeCroy. “We believe Teledyne can
help us accelerate our high-end oscilloscope programs to deliver
real-time bandwidth well beyond 100GHz by utilizing Teledyne’s
leading InP technology. Furthermore, through a combination of
Teledyne’s microwave and mixed signal design capabilities with
LeCroy’s signal processing expertise, as well as our respective
market channels, we envision growing our markets and adding new
products such as signal generators and multi function
instruments.”
Stifel Nicolaus Weisel is acting as exclusive financial advisor
and Bingham McCutchen LLP and Fish & Richardson are acting as
legal counsel to LeCroy. Needham & Company is acting as
exclusive financial advisor and McGuireWoods LLP is acting as legal
counsel to Teledyne.
About Teledyne Technologies
Teledyne Technologies is a leading provider of sophisticated
instrumentation, digital imaging products and software, aerospace
and defense electronics, and engineered systems. Teledyne
Technologies’ operations are primarily located in the United
States, Canada, the United Kingdom and Mexico. For more
information, visit Teledyne Technologies’ website at
www.teledyne.com.
About LeCroy Corporation
LeCroy Corporation is a worldwide leader in serial data test
solutions, creating advanced instruments that drive product
innovation by quickly measuring, analyzing and verifying complex
electronic signals. The Company offers high-performance
oscilloscopes, serial data analyzers and global communications
protocol test solutions used by design engineers in the computer,
semiconductor and consumer electronics, data storage, automotive
and industrial, telecommunications and military and aerospace
markets. LeCroy’s 48-year heritage of technical innovation is the
foundation for its recognized leadership in “WaveShape Analysis” -
capturing, viewing and measuring the high-speed signals that drive
today’s information and communications technologies. LeCroy is
headquartered in Chestnut Ridge, New York. Company information is
available at www.lecroy.com.
Additional Information About the Acquisition and Where to
Find It
This press release is for informational purposes only. It does
not constitute an offer to purchase shares of LeCroy Corporation or
a solicitation or recommendation statement under the rules and
regulations of the SEC. LeCroy will publicly file a Form 8-K with
the SEC containing the terms of the definitive merger agreement,
and plans to mail a proxy statement to stockholders of LeCroy in
connection with the proposed transaction. Investors and security
holders of LeCroy are urged to read the proxy statement and other
relevant materials when they become available because they will
contain important information about Teledyne, LeCroy and the
proposed transaction. Investors and security holders may obtain a
free copy of these materials (when they are available) and other
documents filed with the Securities and Exchange Commission at the
SEC’s web site at www.sec.gov. A free copy of the proxy statement,
when it becomes available, may also be obtained from LeCroy
Corporation, 700 Chestnut Ridge Road, Chestnut Ridge, NY 10977,
Attn: Investor Relations. In addition, investors and security
holders may access copies of the documents filed with the SEC by
LeCroy on LeCroy’s web site at www.lecroy.com. LeCroy, Teledyne and
their executive officers and directors may be deemed to be
participants in the solicitation of proxies from its stockholders
with respect to the proposed transaction. Information regarding the
interests of the officers and directors of LeCroy in the proposed
transaction will be included in the proxy statement, and
information regarding the officers and directors of Teledyne is
included in its most recent Annual Report on Form 10-K and its most
recent Proxy Statement filed with the SEC. The consummation of the
proposed transaction is subject to the approval of LeCroy’s
stockholders as well as other customary closing conditions
including clearance under the Hart-Scott-Rodino Antitrust
Improvements Act.
Forward-Looking Information Cautionary Notice
This press release contains forward-looking statements, as
defined in the Private Securities Litigation Reform Act of 1995,
with respect to management’s beliefs about the financial condition,
results of operations and businesses of Teledyne and LeCroy in the
future. Forward-looking information involves risks and
uncertainties, is based on the current expectations of the
management of LeCroy 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, 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 Teledyne’s
ability to integrate LeCroy’s operations, retain customers and key
employees and achieve operating synergies, the ability to develop
and market new products, failure of the requisite number of LeCroy
stockholders to approve the transaction, operating results of
LeCroy being lower than anticipated, and unexpected
acquisition-related costs and expenses. Certain of these and other
factors that could affect LeCroy’s business are discussed in
LeCroy’s Annual Report for the fiscal year ended July 2, 2011 and
LeCroy’s Quarterly Reports on Form 10-Q for the periods ending
October 1, 2011, December 31, 2011 and March 31, 2012. Additional
information concerning factors that could cause actual results to
differ materially from those projected in the forward-looking
statements is contained in Teledyne’s periodic filings with the
Securities and Exchange Commission, including its 2011 Annual
Report on Form 10-K and Quarterly Reports on Form 10-Q. Neither
Teledyne nor LeCroy undertake any obligation to publicly update or
revise any forward-looking information, whether as a result of new
information, future events or otherwise.
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