Published:
Gerber Scientific Announces Intent to Acquire Virtek Vision International, Inc.
SOUTH WINDSOR, Conn., Sept. 5 /PRNewswire-FirstCall/ -- Gerber Scientific,
Inc. (NYSE: GRB) ("Gerber") announced today that it has entered into a
definitive agreement under which it will make an offer, through a wholly owned
Canadian subsidiary, to acquire all of the outstanding shares of Virtek Vision
International, Inc. (TSX: VRK) ("Virtek"), a leading provider of high value
industrial laser solutions based inWaterloo, Ontario, Canada and in
Ludenscheid,Germany. The acquisition would immediately add approximately $50
million to Gerber's annual revenue while providing a platform for worldwide
growth in Gerber's industrial and other composite materials applications.
Virtek reported revenue of C$52.1 million for the twelve months ended
April 30, 2008, with gross margins at 49.4 percent. Virtek's industrial laser
solutions serve the needs of the global manufacturing sector by providing
templating, inspection, marking and engraving products. Virtek serves
customers in the aerospace, prefabricated construction, transportation,
metalworking, tool and die and mold making industries worldwide. The majority
of Virtek's sales are inNorth America andEurope.
"The addition of Virtek will advance Gerber's leadership in innovation and
process automation," said Marc T. Giles, President and CEO of Gerber
Scientific, Inc. "Virtek's solutions, talent and customers complement Gerber's
apparel and flexible materials business and extend our ability to deliver
compelling products and services to customers worldwide, particularly in the
aerospace and related industries employing composite materials technologies.
Gerber and Virtek have common customers in these industries, and this
combination will further strengthen our offering and our position in this
strategic market segment." Mr. Giles continued, "With Gerber's successful
launch of the Solara ion(TM), GERBERcutter(R) Z7 and ALPS products earlier
this fiscal year, this acquisition, along with the recently announced
acquisition inChina, is in line with our stated strategic objective to
supplement organic growth with targeted complementary acquisitions."
"This is an exciting milestone for our company, and we look forward to
scaling our growth," said Stephen J. Sorocky, President and CEO of Virtek.
"Gerber's global reach, scale, widely recognized brand and worldwide service
and customer relationships make it the ideal partner for Virtek. Our combined
teams will create exciting growth opportunities for Virtek, our customers and
our employees. We look forward to working with the Gerber team to ensure a
rapid and seamless transition."
The Board of Directors of Virtek has unanimously agreed to support the
Gerber offer and to recommend to Virtek's shareholders that they accept it.
The acquisition will be funded through Gerber's existing $125 million line
of credit.
Under the terms of the Agreement, Gerber will offer C$1.05 per common
share or C$35.1 million in cash. The offer represents an approximate 18
percent premium to the closing price of Virtek's shares on the Toronto Stock
Exchange on August 29, 2008, the last full trading day prior to Virtek's
announcement that it had received the offer. The Agreement contains terms and
conditions typical for transactions of this nature, including those which
prohibit Virtek from soliciting any competing offers. If an unsolicited
superior proposal having a higher value is received by Virtek, Gerber has the
right to match that competing offer. If Virtek proceeds with a superior
proposal that Gerber chooses not to match, Virtek would be required to pay a
break fee to Gerber of C$1.15 million, plus a reimbursement of expenses of up
to C$250,000.
It is expected that Gerber's take-over bid circular will be mailed to
shareholders of Virtek on or about September 15, 2008. The offer will be
subject to various conditions that are required to be satisfied prior to
take-up and payment by Gerber, including, but not limited to, the valid
deposit of not less than 66 2/3 percent of the outstanding common shares of
Virtek (on a fully diluted basis), the obtaining of all necessary regulatory
approvals and other conditions typical of a transaction of this nature.
About Gerber Scientific, Inc.
Gerber Scientific, Inc. (http://www.gerberscientific.com) is a leading
international supplier of sophisticated automated manufacturing systems for
sign making, specialty graphics and packaging, apparel and flexible materials,
and ophthalmic lens processing. Headquartered inSouth Windsor, Connecticut,
the company operates through four businesses: Gerber Scientific Products and
Spandex Ltd., Gerber Technology, and Gerber Coburn.
Forward-looking Statements:
In addition to the historical information contained herein, there are
matters discussed that are considered to be "forward-looking statements."
These forward-looking statements involve risks and uncertainties, including,
but not limited to, economic, competitive, governmental, and technological
factors affecting the Company's operations, markets, products, and services,
that could significantly affect results in the future. For a discussion of
other risk factors relating to the Company's business, see the Company's
Annual Report on Form 10-K for the year ended April 30, 2008, as filed with
the Securities and Exchange Commission. The forward-looking statements
contained in this release are made as of the date of this release, and the
Company expressly disclaims any obligation to update or revise any
forward-looking statements contained in this release, except as required by
law.
SOURCE Gerber Scientific, Inc.
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