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Larson-Davis Announces Sale of Acoustics Business for a Maximum
Consideration of $8.5M
PROVO, Utah, Dec. 11 /PRNewswire/ -- Larson-Davis Incorporated (Nasdaq:
LDII - news) announced the sale of its acoustics business to PCB Group,
Inc. (''PCB'') of Depew New York. Under the terms of the agreement PCB
will pay $5m in cash up front and a further $1.5m by way of a note
repayable in full within 1 year from the closing of the transaction. In
addition, subject to the performance of the Company for the year ending
31st December 1999 the Company may receive up to an additional $2million
in consideration by way of an earn out payment.
The sale is conditional upon certain matters, including shareholder
consent. The Company intends to file a proxy solicitation statement with
the SEC immediately for clearance and then mail such document to
shareholders by the end of December. The Company plans to convene a
shareholder meeting towards the end of January with the intent of
closing the transaction as soon as is practical thereafter.
''We have worked hard to turn this business around from substantial
losses in 1997 to a profitable situation currently. We believe, however,
that the business now requires additional investment in new product
development and in its distribution capability to be truly effective in
the global market. The risks of such investment when balanced against
the immediate short term value of the offer from PCB and other
developments in the company, make the sale of the acoustics business
attractive at this time,'' stated CEO Andrew Bebbington.
''The addition of the Larson-Davis acoustic products with the PCB
vibration product line will position the two companies as a major
competitor in the global sound and vibration markets. PCB plans to
capitalize on the Larson-Davis history and technical commitment to the
acoustics market, while adding the well known PCB commitment to customer
service and increased focus on sales and distribution,'' commented John
Lally, Vice President PCB.
''The combination of Larson-Davis's expertise in the acoustics market
and the infrastructure and momentum that PCB brings to the table should
ensure that 1999 is a successful year for both operations and give
Larson-Davis the opportunity to participate in the upside earn out
potential outlined above,'' added Jeffrey Cohen COO Larson-Davis.
As part of the terms of the transaction Jeffrey Cohen will continue to
manage the acoustics business under the strategic direction of PCB
during the Earn Out period. In addition PCB has contracted with
Larson-Davis to provide manufacturing and support operation sufficient
to support Larson-Davis Jaguar and Crosscheck operations.
PCB intends to maintain the existing acoustics operations in place in
Provo and has agreed to hire all of the current acoustics employees upon
closing. |
