IRVINE, Calif., Jan. 23, 2002 (PRIMEZONE) -- Newport Corporation (Nasdaq:NEWP) today announced the signing of a definitive agreement to acquire Micro Robotics Systems, Inc. (MRSI), a privately held manufacturer of high precision, fully automated assembly and dispensing systems for the fiber optic communications, microwave and semiconductor equipment markets. The purchase price is estimated to be between $55 million and $65 million and is expected to be slightly accretive to Newport's full year 2002 results. The transaction, subject to customary closing conditions, is expected to be completed in the first quarter of 2002. The payment includes a combination of cash and Newport stock and the assumption and conversion of certain MRSI stock options. Final valuation will vary based on Newport's share price when the transaction closes.
MRSI generated sales of approximately $25 million in 2001. Due to the slow down in MRSI's end markets, the company expects sales for 2002 of between $15 million and $18 million.
"A key growth strategy of our company has been to expand Newport's product portfolio and services 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 G. Deuster, chairman and chief executive officer of Newport. "This transaction significantly expands our product offering for die bonding assembly systems and is an excellent fit for our strategic initiatives in 2002 and beyond."
Deuster continued, "Newport is the leading supplier of automated fiber attachment systems to the photonics market, and MRSI is widely considered to be the premier designer and manufacturer of highly sophisticated, high precision chip attach, dispensing and bonding systems with specific applicability to fiber optic and high speed electronic markets. MRSI's blue-chip customer roster is synergistic with our key customers, and its products are complementary to the automated assembly tools offered through Newport's Fiber Optics and Photonics Division. The combined product portfolio will allow us to provide a full range of solutions from chip qualification through assembly and testing."
"The combination of our two companies will result in significantly enhanced value to our customers as we go forward," said Neil Srivastava, president of MRSI. "Newport's global infrastructure, financial strength and technical expertise will enable us to further leverage our existing world-class products to address the advancing technical requirements in the markets we target for growth, including the fiber optic, microwave and semiconductor industries."
Deuster and Srivastava added that the transaction fits especially well with an industry move toward automation, in which fiber optics component manufacturers are increasingly seeking to build more integrated automation into their component manufacturing processes.
Established in 1983 and headquartered in North Billerica, Massachusetts, MRSI's experience and equipment address the assembly and packaging needs of customers in the microelectronics and advanced packaging industries with a specific focus on the photonics, optoelectronic, semiconductor and high frequency wireless segments. The company's solutions are used in the assembly of complex optical modules including laser submounts, photo detectors, receivers, transmitters, fiber optic data switches, amplifiers and filters. Its products are field-proven, highly flexible and support a variety of assembly processes, including all types of epoxy and eutectic soldering die attachment methods. A major feature of the product platform is the delicate and closed loop force feedback placement required for handling thin and fragile materials such as gallium arsenide. MRSI also offers products for multi-purpose dispensing systems with features and options that make them ideally suited for dispensing conductive and non-conductive epoxy. The tools offer dual lane processing for flip chip underfill and encapsulation applications. The dispense technology enables the accurate epoxy dots and stamping capability required for beam lead diodes and other miniature devices used in the high frequency and optical markets.
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, aerospace, 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. Newport is part of the Standard & Poor's Midcap 400 Index.
Investor Conference Call
Newport Corporation will host an investor conference call, this morning, Wednesday, January 23, at 8:00 a.m. PST (11:00 a.m. EST). Chairman and Chief Executive Officer Robert G. Deuster and Chief Financial Officer Charles F. Cargile will be joined by Kevin T. Crofton, newly appointed Vice President and General Manager of Newport's Fiber Optics and Photonics Division, and Neil Srivastava, President of MRSI, to elaborate on the Newport's agreement to acquire Micro Robotics Systems. The call will be open to all interested investors through a live audio Web broadcast via the Internet at www.newport.com/Investors and www.companyboardroom.com. Rebroadcast over the Internet will be available through 5:00 p.m. PST (8:00 p.m. EST), Wednesday, February 6, on both Web sites. A telephonic playback of the conference call will also be available through 5:00 p.m. PST (8:00 p.m. EST), Wednesday, January 30, 2002. Listeners should call (800) 633-8284 (domestic) or (858) 812-6440 (international) and use Reservation No. 20284027.
The statements in this news release, including the expected effects of the transaction on Newport's operating results, and the statements made by Robert Deuster and Neil Srivastava 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, 2000, assumptions relating to the foregoing involve judgments with respect to, among other things, the ability of Newport to successfully integrate MRSI with Newport's other operations; the contributions of MRSI to Newport's business strategy; future economic, competitive and market conditions, including those in Europe and Asia and those related to Newport's and MRSI's strategic markets, particularly the fiber optics and semiconductor equipment markets; whether the products offered by MRSI 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.