- Micronetics is a leading designer and manufacturer of microwave
and RF subsystems and components for defense and commercial
customers
- Acquisition would create a unique, scalable microwave, RF and
digital solutions platform
- Transaction is expected to be immediately accretive to
EBITDA
CHELMSFORD, Mass., June 10, 2012 (GLOBE NEWSWIRE)
-- Mercury Computer Systems, Inc. (Nasdaq:MRCY)
(www.mc.com), a trusted provider of commercially developed
application-ready ISR and EW subsystems for defense prime
contractors, today announced that it has signed a definitive
agreement to acquire Micronetics, Inc. (Nasdaq:NOIZ)
(www.micronetics.com), a leading designer and manufacturer of
microwave and radio frequency (RF) subsystems and components for
defense and commercial customers.
Pursuant to the terms of the agreement, Mercury will acquire
Micronetics via merger for $14.80 per share. This represents a
fully diluted equity value of approximately $71.7 million and an
enterprise value of approximately $75.4 million, including $3.7
million of net debt as of March 31, 2012. The acquisition will be
funded with available cash and is expected to be immediately
accretive to EBITDA. Subject to finalization of purchase
accounting, the transaction is also anticipated to be accretive on
a GAAP basis within 12 months of the closing date.
The acquisition is subject to customary closing conditions,
including approval pursuant to the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, if necessary, and the approval of
Micronetics' shareholders. The boards of directors of both Mercury
and Micronetics have unanimously approved the transaction and the
Micronetics board has recommended that Micronetics' shareholders
vote in favor of the transaction. The transaction is currently
expected to close within Mercury's fiscal 2013 first quarter ending
September 30, 2012.
"We are pleased to have reached this agreement with Micronetics
and are excited about the prospects this combination will provide
for our customers, employees, and shareholders," said Mark Aslett,
President & CEO of Mercury. "The proposed acquisition is
well-aligned with our stated acquisition strategy of growing our
capabilities, services and offerings along the sensor processing
chain. Micronetics' unique microwave and RF capabilities will
enhance our integrated digital and RF subsystem solutions for
existing and next generation defense and intelligence programs.
This type of integrated solution is unique in the marketplace and
is in high demand by our defense prime customers."
Based in Hudson, NH, Micronetics designs and manufactures high
performance microwave and RF subsystems and components used in a
variety of defense and commercial applications, including
electronic warfare, radar, electronic countermeasures, satellite
communications and commercial wireless products. For its fiscal
year ended March 31, 2012, Micronetics reported revenues of $46.0
million, a 30% increase from the previous fiscal year, with net
income of $3.4 million which was more than double earnings from the
previous fiscal year. Approximately 78% of Micronetics' revenues
are defense-related. Micronetics had 208 employees as of March 31,
2012, all based in the U.S., including manufacturing locations in
Hudson, NH, West Caldwell and Ewing, NJ, and Manteca, CA.
For more information on the acquisition, visit www.mc.com. In
addition, Mercury management will host a conference call at 8:30
a.m. EDT, Monday, June 11, 2012, to discuss the acquisition.
Company representatives may answer questions concerning business
developments and trends and other matters affecting the Company,
the responses to which may contain information that has not been
previously disclosed.
To listen to the conference call, dial (888) 271-8583 in the
U.S. and Canada, and (913) 312-0673 in all other countries. The
conference ID number is 6649175. Please call 5 to 10 minutes prior
to the scheduled start time. A replay of the call will be available
by telephone from 11:30 a.m. EDT on Monday, June 11, 2012 through
11:30 a.m. EDT on Saturday, June 23, 2012. To access the replay,
dial (888) 203-1112 in the U.S. and Canada, and (719) 457-0820 in
all other countries. Enter access code 6649175.
About Mercury Computer Systems, Inc. – Where Challenges
Drive Innovation®
Mercury Computer Systems (www.mc.com) (Nasdaq:MRCY) is a
best-of-breed provider of open, commercially developed,
application-ready, multi-INT subsystems for defense prime
contractors. With more than 30 years of experience in embedded
computing, superior domain expertise in radar, EW, EO/IR, C4I and
sonar applications, and more than 300 successful program
deployments including Aegis, Global Hawk and Predator, Mercury's
Services and Systems Integration (SSI) team leads the industry in
partnering with customers to design and integrate system-level
solutions that minimize program risk, maximize application
portability and accelerate customers' time to market.
Mercury is based in Chelmsford, Massachusetts, and serves
customers worldwide through a broad network of direct sales
offices, subsidiaries and distributors.
Forward-Looking Safe Harbor Statement
This press release contains certain forward-looking statements,
as that term is defined in the Private Securities Litigation Reform
Act of 1995, including those relating to the proposed acquisition
of Micronetics, Inc. and the subsequent integration of, and the
expected synergies from, the acquisition. You can identify these
statements by the use of the words "may," "will," "could,"
"should," "would," "plans," "expects," "anticipates," "continue,"
"estimate," "project," "intend," "likely," "probable, " and similar
expressions. These statements include statements about the
anticipated accretive impact of the acquisition on Mercury's
financial results, the anticipated enhanced capabilities to be
offered by Mercury and the anticipated timing for completion of the
transaction. These forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those projected or anticipated. Such risks and uncertainties
include, but are not limited to, the inability to obtain
Micronetics stockholder approval for the transaction, the inability
to obtain regulatory approval for the transaction, the inability to
fully realize the expected benefits from acquisitions or delays in
realizing such benefits, and challenges in integrating acquired
businesses and achieving anticipated synergies, in addition to
continued funding of defense programs, the timing and amounts of
such funding, general economic and business conditions, including
unforeseen weakness in the Company's markets, effects of continued
geopolitical unrest and regional conflicts, competition, changes in
technology and methods of marketing, delays in completing
engineering and manufacturing programs, changes in customer order
patterns, changes in product mix, continued success in
technological advances and delivering technological innovations,
changes in the U.S. Government's interpretation of federal
procurement rules and regulations, market acceptance of the
Company's products, shortages in components, production delays due
to performance quality issues with outsourced components, changes
to export regulations, increases in tax rates, changes to generally
accepted accounting principles, difficulties in retaining key
employees and customers, unanticipated costs under fixed-price
service and system integration engagements, and various other
factors beyond our control. These risks and uncertainties also
include such additional risk factors as are discussed in the
Company's filings with the U.S. Securities and Exchange Commission,
including its Annual Report on Form 10-K for the fiscal year ended
June 30, 2011. The Company cautions readers not to place undue
reliance upon any such forward-looking statements, which speak only
as of the date made. The Company undertakes no obligation to update
any forward-looking statement to reflect events or circumstances
after the date on which such statement is made.
Challenges Drive Innovation, Ensemble and Echotek are registered
trademarks and Application Ready Subsystem and ARS are trademarks
of Mercury Computer Systems, Inc. Other product and company names
mentioned may be trademarks and/or registered trademarks of their
respective holders.
CONTACT: Kevin Bisson, CFO
Mercury Computer Systems, Inc.
978.967.1990
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