Merger with Agema Infrared Systems
FLIR Poised to Become One of the Global Leaders in Infrared Imaging Systems; FLIR Systems and Agema Infrared Systems Announce Intention to Combine Businesses
August 4, 1997 08:39 AM
PORTLAND, Ore.--(BUSINESS WIRE)--Aug. 4, 1997--FLIR Systems Inc. FLIR Monday announced it has signed a letter of intent to merge with Agema Infrared Systems AB (Stockholm, Sweden), a wholly owned subsidiary of Spectra-Physics AB (Stockholm Stock Exchange).
FLIR Systems (FSI) will issue approximately 4.2 million shares of its common stock to Spectra-Physics in exchange for all of Agema's outstanding shares.
"We are very excited about this proposed merger," commented FSI Chairman and CEO Robert P. Daltry. "The combination of these two profitable and growing companies creates one of the largest infrared imaging systems companies in the world."
FSI, with sales of $66.0 million in 1996, is the leading supplier of thermal imaging systems to government users around the world and is also an important supplier of commercial thermal imaging systems in the United States. Agema, with sales last year of approximately $48.0 million, is one of the most significant suppliers of commercial thermal imaging systems in the world.
"The merger, when complete," Daltry added, "will not only create one of the global leaders in thermal imaging systems for both commercial and government customers but also is expected to be accretive to earnings on a fully diluted basis beginning in 1998."
"Combining our strengths, we will accelerate the strategic growth plans of both companies by significantly increasing our worldwide commercial infrared imaging sales while solidifying our strong presence among government customers," he said.
"The combination will also diversify our product offerings, expand our international presence with facilities in five strategic locations around the world, significantly enlarge and strengthen our already-effective sales force, and better balance our commercial and governmental businesses," Daltry said.
Describing the proposed alliance as an excellent opportunity for both companies, Spectra-Physics President Lars Spongberg said, "Agema's senior managers and employees look forward to joining forces with FSI to capitalize on the complementary strengths of our two companies.
"Spectra-Physics believes strongly in the commercial thermal imaging marketplace, and we believe that this merger is the best way for our shareholders to participate in the long-term growth we expect in this industry."
The proposed transaction is subject to, among other things, the successful negotiation of definitive agreements, the approval of FSI shareholders at a special meeting to be scheduled this fall and applicable regulatory approvals. Daltry said that FSI expects to record a one-time, non-cash charge in the final quarter of this year related to the write-off of in-process research and development, and certain costs related to the proposed transaction. He said the transaction is expected to be completed by the end of 1997.
Agema Infrared Systems AB designs, manufactures and markets infrared cameras and systems for non-contact temperature measurement, thermal analysis, process control and surveillance. Spectra-Physics is a worldwide manufacturer providing electro-optical measurement instruments, equipment and solutions. |
