Teledyne Technologies Incorporated and Dalsa Corporation have entered into an agreement for the acquisition of Dalsa by a wholly-owned subsidiary of Teledyne.
Pursuant to the transaction, Teledyne will acquire all of the outstanding common shares of Dalsa, with the aggregate value for the transaction valued at approximately CAD $341 million, taking into account Dalsa's stock options and net cash as of 30 September 2010.
'Teledyne and Dalsa are each acknowledged leaders in digital imaging technology, but our product lines and customer bases are almost entirely complementary,' commented Dr Robert Mehrabian, chairman, president and CEO of Teledyne. 'For example, Dalsa produces among the world's most advanced visible light imaging sensors and cameras for commercial applications, while Teledyne produces extreme resolution infrared sensors and subsystems primarily for government applications.'
Headquartered in Waterloo, Ontario, Dalsa provides high performance digital imaging and microelectromechanical systems (MEMS) with approximately 1,000 employees worldwide. For the 12 months ended 30 September 2010, Dalsa had sales of approximately CAD $201 million.
'The combined strengths of Teledyne's and Dalsa's leading imaging technologies will allow us to develop new infrared and visible light products that serve our respective markets and customers,' continued Mehrabian. 'Furthermore, Dalsa's custom MEMS capabilities will be augmented by having access to Teledyne's extensive MEMS research activities and advanced process technologies.'
Dr Savvas Chamberlain, chairman of the board and founder of Dalsa, commented: 'I view this transaction as a natural evolution for Dalsa and a positive development for all Dalsa stakeholders including shareholders, employees, executives, local communities, customers and vendors. The decision to be a part of a larger organisation recognises that in order for Dalsa to become a billion dollar company, we need to team up with an industry leader with complementary technologies. Finally, as the founder of the company, I am pleased to see Dalsa's name live on, in its new incarnation as Teledyne Dalsa.'
'Being part of the Teledyne team will provide many opportunities for accelerated growth for Dalsa,' added Brian Doody, CEO of Dalsa. 'I am looking forward to working with my existing management and executive team, along with the Teledyne team, as we move forward together in the next stage of the company's development. As envisioned in the agreement with Teledyne, our principal operations will continue to function in their existing locations. Moreover, Teledyne expects to continue to invest in our technology and business.'
Holders of approximately 6.4 million Dalsa common shares, representing approximately 34.7 per cent of Dalsa's outstanding common shares, have entered into support agreements with Teledyne pursuant to which they have agreed to support and vote in favour of the transaction.
The transaction has been unanimously approved by the Board of Directors following the unanimous recommendation of the Special Committee. If all necessary approvals are obtained and the conditions contained in the definitive agreement are satisfied, Dalsa and Teledyne expect that the transaction will close in February 2011.
