NEWPORT CORPORATION SIGNS DEFINITIVE AGREEMENT TO MERGE WITH KENSINGTON LABORATORIES, PREMIER ROBOTICS AND AUTOMATION SUPPLIER
Irvine, California - December 26, 2000 - Newport Corporation (Nasdaq:NEWP) today announced the signing of a definitive agreement to merge with Kensington Laboratories Inc., a privately held manufacturer of high-precision robotic and motion control equipment for the semiconductor and fiber optic communication industries. The all-stock transaction will be accounted for as a pooling of interests and accordingly, Newport will restate its historical financial information to include the results of Kensington for all prior periods. Kensington, which holds more than 20 patents covering advanced robotics and motion control technology, is expected to have revenues of approximately $38 million for the year 2000. The transaction is expected to be immediately accretive to Newport's 2000 and 2001 results, adding an estimated $.10 per share to Newport's projected 2000 earnings and an estimated $.15 per share to 2001 earnings. The transaction is subject to regulatory approval and other customary closing conditions and is expected to be completed in the first quarter of 2001.
A conference call to discuss this transaction will be web cast today at 1:00 p.m. Eastern Standard Time (details below).
Kensington Laboratories, headquartered in Richmond, California, develops and manufactures advanced high-throughput, sub-micron motion control and robotic systems, which are used for optical fiber alignment and semiconductor wafer handling, particularly in the advanced 300 millimeter processing systems now being deployed. Kensington will be integrated with Newport's Industrial and Scientific Technologies Division (ISTD), which develops and manufactures a complementary portfolio of components and subsystems that utilize sub-micron motion control technology.
"A key growth strategy of our company has been to extend Newport's infrastructure and intellectual property base in order to become a leading single-source supplier of test, measurement and automation solutions to the fiber optic communications and semiconductor equipment markets," said Robert Deuster, chairman and chief executive officer of Newport. "Kensington Laboratories is widely considered to be the premier designer of highly sophisticated sub-micron motion control and robotic products for fiber optic communications and semiconductor equipment manufacturers, and has a 'blue-chip' roster of customers, including Newport. We have had a strategic supply alliance with Kensington for over 14 years. In addition to ensuring our access to this leading edge technology, this transaction significantly advances Newport's robotics and materials handling expertise, boosts our manufacturing capacity for motion control products and is an excellent fit for our strategic initiatives in 2001 and beyond."
"Kensington Laboratories and Newport have enjoyed a long and successful relationship working together to provide customers with world class sub-micron automation systems. The merger of our two companies will result in significantly enhanced value to our customers as we go forward," said Paul Bacchi, president of Kensington Laboratories. "Newport's global infrastructure, financial strength and technical expertise will enable us to leverage our existing world-class products and rapid product development processes to address the advancing technical requirements of both the fiber optic and semiconductor industries."
"We are excited to have Paul Bacchi and his team join the Newport family," said Robert Phillippy, vice-president and general manager of ISTD. "The combination of Kensington and ISTD significantly extends the technology portfolio and customer opportunities of both organizations. Kensington's expertise in robotic and sub-micron positioning technology will be an enabling tool in the development of next generation automation for aligning and packaging fiber optic devices. In addition, Kensington's 300mm wafer handling robots are an excellent fit with our strategy to provide integrated sub-systems on an OEM basis to key industry-leading semiconductor equipment manufacturers."
The number of shares to be issued to Kensington shareholders in this transaction will be based upon the average price of Newport's common stock for the 10-day period ending two days prior to the closing of the merger. The agreement also includes a collar that restricts the number of shares issued to no fewer than approximately 3.2 million and no greater than approximately 4.1 million. Should the price per share of Newport's common stock trade outside the boundaries established by the collar, neither Kensington nor Newport has the ability to terminate the transaction.
Newport will provide investors with updated guidance for future periods, including the impact of this merger, in conjunction with its release of fourth-quarter 2000 and full-year results on January 24, 2001.
About Newport Corporation
Newport Corporation is a global leader in the design, manufacture and marketing of high precision components, instruments and integrated systems to the fiber optic communications, semiconductor equipment, scientific research and industrial metrology markets. The company's innovative products are designed to enhance productivity and capabilities of test and measurement and automated assembly for precision manufacturing, engineering and research applications. Customers include Fortune 500 corporations, technology companies and research laboratories in commercial, academic and government sectors worldwide.
Web Cast Information
Newport Corporation will host a web cast to discuss the signing of this agreement. The call will be broadcast live over the Internet today, Tuesday, December 26, 2000, at 1:00 p.m. Eastern Standard Time. The call will be open to all interested investors through a live audio web broadcast at www.streetevents.com. For those who are not available to listen to the live broadcast, the call will be archived through Friday, January 5, 2001 on www.streetevents.com and www.newport.com. A telephonic playback of the conference call will also be available during the same time frame. Listeners should call (800) 633 8284 or (858) 812 6440 and use Reservation No. 17401775.
The statements in this press release, including the estimates of Kensington's 2000 and 2001 operating results, the expected effects of the merger on Newport's earnings per share, and the statements made by Robert Deuster, Robert Phillippy and Paul Bacchi are forward-looking statements that involve a number of risks and uncertainties. As discussed in Newport's Annual Report on Form 10-K for the year ended December 31, 1999, assumptions relating to the foregoing involve judgments with respect to, among other things, the ability of Newport to successfully integrate Kensington Laboratories Inc., with Newport's other operations; the contributions of Kensington Laboratories to Newport's business strategy; future economic, competitive and market conditions, including those in Europe and Asia and those related to Newport's and Kensington's strategic markets, particularly the fiber optics and semiconductor markets; whether the products offered by Kensington and Newport will continue to achieve customer acceptance; and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of Newport. Although Newport believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in the forward-looking statements will be realized. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by Newport or any other person that Newport's objectives or plans will be achieved. Newport undertakes no obligation to revise the forward-looking statements contained herein to reflect such events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Company Contact:
Charles F. Cargile
Vice President, Chief Financial Officer
949.253.1273
E-mail: investor@newport.com
Website: www.newport.com
Cecilia A. Wilkinson
Pondel/Wilkinson Group
310.207.9300
E-mail: investor@pondel.com |
