IRVINE, Calif., Feb. 19, 2002 (PRIMEZONE) -- Newport Corporation (Nasdaq:NEWP) today announced the completion of its acquisition of 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.
In line with the previously announced definitive agreement, the purchase price totaled $65 million, composed of Newport stock and stock options valued at $50 million and cash of $15 million. At the time of the closing, MRSI held cash of approximately $10 million dollars, which partially offsets the cash paid, resulting in a net cash outlay for Newport of approximately $5 million. The additional shares issued to MRSI shareholders and option holders are expected to increase Newport's diluted shares by approximately 0.8 million in the first quarter of 2002 and 1.6 million for the full year.
The transaction's effect on net income is expected to be approximately break-even for the stub period of Q1 2002 and slightly accretive to Newport's full year 2002 results.
MRSI is expected to contribute approximately $1 million to Newport's sales in the first quarter of 2002 and in the range of $13 million to $16 million for the full year. MRSI generated sales of approximately $26 million in calendar year 2001. The year-over-year reduction results from the slow down in the fiber optic communications market.
"This acquisition moves Newport forward in our quest to become the leading single-source supplier of test, measurement and automation solutions for the fiber optic communications market," said Robert G. Deuster, Newport's chairman and chief executive officer. "In addition, MRSI's success as a supplier to customers in semiconductor, microwave and wireless industries, expands Newport's reach in these important markets. We are combining Newport's position as the leading supplier of automated fiber attachment systems for photonic markets with MRSI's position as the premiere designer and manufacturer of highly sophisticated, high-precision chip assembly, dispense and bonding systems. This combination will provide our customers with a complete automation solution from one source."
"MRSI's core expertise in assembly has been developed through 18 years of experience in serving the hybrid microelectronics markets," said Neil Srivastava, president of MRSI. "Newport's global infrastructure, financial strength and technical expertise will enable us to further leverage MRSI's existing world-class products. Newport and MRSI have very complementary customer rosters, and we look forward to introducing these customers to the benefits of our combined organizations, in terms of minimizing manufacturing costs and maximizing production yields."
About Micro Robotics Systems, Inc.
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.
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.
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.