FLIR Systems Announces Agreement to Acquire Controlling Interest in Cedip Infrared Systems
PORTLAND, OR and PARIS--(Marketwire - September 14, 2007) - FLIR Systems, Inc. (NASDAQ: FLIR)
announced today that it has entered into an agreement to acquire a
controlling interest in Cedip Infrared Systems, a leading provider of
infrared cameras and stabilized gimbaled systems based in
Croissy-Beaubourg, France. Cedip is listed on the French Alternext stock
market under the symbol ALCED.PA.
Founded in 1989, Cedip manufactures cooled mid- and long-wave infrared
cameras for the science and security markets as well as high performance,
stabilized gimbals for a variety of airborne commercial and government
applications. For the fiscal year ended December 31, 2006, Cedip reported
revenue of EUR 18.2 million (approximately $25.1 million) and operating
income of EUR 3.1 million (approximately $4.3 million).
Under the terms of the agreement, controlling shareholders of Cedip have
agreed to sell and FLIR has agreed to buy shares representing 67.8% of the
share capital of Cedip, on a fully diluted basis, for a cash consideration
of EUR 19 per share or a total of EUR 41.4 million (approximately $57.1
million). The transaction is subject to various closing conditions,
including the authorization of the French Minister of Finance and Economy.
Following the purchase of shares described above, FLIR will launch a
mandatory Standing Market Offer in France pursuant to which it will
undertake to buy Cedip's remaining shares at the same price. In the event
that after such Standing Market Offer, which is expected to occur by the
end of January 2008 at the latest, FLIR owns at least 95% of the share
capital and voting rights of Cedip, the price per share to be paid to all
shareholders of Cedip shall be increased by an additional EUR 0.50 per
share. It is FLIR's intent to request the delisting of Cedip from
Alternext at the end of the Standing Market Offer. In the event all
outstanding shares are purchased by FLIR, total consideration paid will be
EUR 62.7 million (approximately $86.4 million). As of December 31, 2006,
Cedip had net cash on hand of EUR 15.0 million (approximately $20.7
million).
In the Science camera market, the acquisition improves FLIR's international
distribution network and brings new products and technology, including
cooled mid-wave infrared cameras, while also providing an important
manufacturing and technology base in Europe. FLIR anticipates cost savings
through integrated distribution and lower manufacturing costs from
utilizing FLIR infrared sensors in certain Cedip products.
Cedip's Polytech subsidiary, located in Eskilstuna, Sweden, specializes in
mid-size, low-cost, highly stabilized gimbal systems. Polytech's products
will expand FLIR's portfolio of stabilized multi sensor systems and
position it to take advantage of incremental growth opportunities in FLIR's
Government Systems and Commercial Vision Systems businesses.
Upon closing of the transaction, Cedip's infrared camera operations will be
integrated into FLIR's Thermography Division. The Polytech subsidiary will
be integrated into FLIR's Government Systems Division.
"We are pleased to announce this transaction," commented Earl Lewis,
Chairman, President and CEO of FLIR. "The Cedip team has an outstanding
reputation for designing and manufacturing high performance cameras and
will provide FLIR with complementary products and capabilities to help
drive growth in key market segments world-wide. I welcome Cedip's
dedicated and hard working employees to FLIR."
FLIR anticipates this transaction will be neutral to 2008 earnings and
accretive in subsequent years.
Forward-Looking Statements
The statements in this release, including the statements of Earl R. Lewis,
are forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements are based on current
expectations, estimates and projections about the Company's business based,
in part, on assumptions made by management. These statements are not
guarantees of future performance and involve risks and uncertainties that
are difficult to predict. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in such forward-looking
statements due to numerous factors including, without limitation, the risks
discussed from time to time in the Company's Securities and Exchange
Commission filings and reports. In addition, such statements could be
affected by general industry and market conditions and growth rates, and
general domestic and international economic conditions. Such
forward-looking statements speak only as of the date on which they are made
and the Company does not undertake any obligation to update any
forward-looking statement to reflect events or circumstances after the date
of this release, or for changes made to this document by wire services or
Internet service providers.
About FLIR Systems
FLIR Systems, Inc. is a world leader in the design, manufacture and
marketing of thermal imaging and stabilized camera systems for a wide
variety of thermography and imaging applications including condition
monitoring, research and development, manufacturing process control,
airborne observation and broadcast, search and rescue, drug interdiction,
surveillance and reconnaissance, navigation safety, border and maritime
patrol, environmental monitoring and ground-based security. Visit the
Company's web site at www.FLIR.com.
Contact Information: Company Contact:
Tony Trunzo
FLIR Systems, Inc.
(503) 498-3547
www.flir.com