FLIR TO ACQUIRE CONTROLLING INTEREST IN CEDIP
14 Sep 07. FLIR Systems, Inc. (NASDAQ: FLIR) announced today that it has entered into an agreement to acquire a controlling interest in Cedip Infrared Systems, a leading provider of infrared cameras and stabilized gimbaled systems based in Croissy-Beaubourg, France. Cedip is listed on the French Alternext stock market under the symbol ALCED.PA.
Founded in 1989, Cedip manufactures cooled mid- and long-wave infrared cameras for the science and security markets as well as high performance, stabilized gimbals for a variety of airborne commercial and government applications. For the fiscal year ended December 31, 2006, Cedip reported revenue of €18.2 million (approximately $25.1 million) and operating income of €3.1 million (approximately $4.3 million).
Under the terms of the agreement, controlling shareholders of Cedip have agreed to sell and FLIR has agreed to buy shares representing 67.8% of the share capital of Cedip, on a fully diluted basis, for a cash consideration of €19 per share or a total of €41.4 million (approximately $57.1 million). The transaction is subject to various closing conditions, including the authorization of the French Minister of Finance and Economy. Following the purchase of shares described above, FLIR will launch a mandatory Standing Market Offer in France pursuant to which it will undertake to buy Cedip’s remaining shares at the same price. In the event that after such Standing Market Offer, which is expected to occur by the end of January 2008 at the latest, FLIR owns at least 95% of the share capital and voting rights of Cedip, the price per share to be paid to all shareholders of Cedip shall be increased by an additional €0.50 per share. It is FLIR’s intent to request the delisting of Cedip from Alternext at the end of the Standing Market Offer. In the event all outstanding shares are purchased by FLIR, total consideration paid will be €62.7m (approximately $86.4m). As of December 31, 2006, Cedip had net cash on hand of €15.0m (approximately $20.7m).
In the Science camera market, the acquisition improves FLIR’s international distribution network and brings new products and technology, including cooled mid-wave infrared cameras, while also providing an important manufacturing and technology base in Europe. FLIR anticipates cost savings through integrated distribution and lower manufacturing costs from utilizing FLIR infrared sensors in certain Cedip products. Cedip’s Polytech subsidiary, located in Eskilstuna, Sweden, specializes in mid-size, low-cost, highly stabilized gimbal systems. Polytech’s products will expand FLIR’s portfolio of stabilized multi sensor systems and position it to take advantage of incremental growth opportunities in FLIR’s Government Systems and Commercial Vision Systems businesses. Upon closing of the transaction, Cedip’s infrared camera operations will be integrated into FLIR’s Thermography Division. The Polytech subsidiary will be integrated into FLIR’s Government Systems Division. “We are pleased to announce this transaction,” commented Earl Lewis, Chairman, President and CEO of FLIR. “The Cedip team has an outstanding reputation for designing and manufacturing high performance cameras and will provide FLIR with complementary products and capabilities to help drive growth in key market segments world-wide. I welcome Cedip’s dedicated and hard working employees to FLIR.” FLIR anticipates this transaction will be neutral to 2008 earnings and accretive in subsequent years.