Jun 25 2008
Italian Group, a world leader in a variety of scientific and industrial applications where stringent vacuum conditions or ultra-pure gases are required, and Memry Corporation, an American Stock Exchange listed company focused on high-value engineering of nitinol-based and polymer-based next generation products for the medical device industry, announced today that they have agreed on a merger plan, which has been unanimously approved by the boards of directors of both companies.
The transaction is valued at approximately $77.7 million. SAES Getters will acquire 100% of the equity of Memry Corporation. All Memry shareholders will be entitled to receive $2.51 in cash per share for each share of common stock. The price per share represents a premium of approximately 73% based on Memry’s closing price as of June 23, 2008. Following completion of the transaction, Memry shares will be delisted from the American Stock Exchange. Memry was advised by the investment banking firm of Covington Associates LLC and the law firm of Finn Dixon & Herling LLP. SAES Getters was advised by the law firm of Nixon Peabody LLP.
The acquisition will be effected through a newly-formed Delaware company (wholly-owned subsidiary of SAES Getters International Luxembourg S.A.), which will be merged with and into Memry Corporation.
Headquartered in Connecticut (with one plant in Bethel and one in Dayville) and with two manufacturing facilities in Menlo Park, California, Memry is a leading provider of design support, engineering, development and manufacturing services to the medical device industry and other industries using the company’s proprietary technologies. Memry is a technical leader in the fields of shape memory alloys and sophisticated polymer extrusion. The company’s major products include stent components, catheter components, laparoscopic sub-assemblies and complex multi-lumen, multi-layer extrusions used for guidewires, catheter shafts and other delivery systems. The company employs approximately 350 people.
In fiscal year 2007 ended June 30, 2007, Memry Corporation reported revenues of $51.7 million, a gross margin of $16.6 million, an operating income equal to $1.3 million and net income of $0.3 million. EBITDA was equal to $4.2 million and adjusted EBITDA was $6.5 million. For the first nine months of fiscal year 2008 ended on March 31, 2008, Memry Corporation reported revenues of $41.3 million. Gross profit was $13.8 million; operating income was $1.3 million and net income was $0.8 million. EBITDA was equal to $3.7 million while the adjusted EBITDA was $5.4 million.
The company is substantially debt-free.
Completion of the transaction, which is expected to close in September 2008, is subject to shareholder approval, certain regulatory clearance and the completion of other customary conditions. In connection with the merger, holders of approximately 20% of the outstanding shares of Memry have agreed to vote in favor of the transaction.
Approximately 40% of the acquisition will be funded through operating cash flow with the balance through a bank loan guaranteed by SAES Getters S.p.A.
Massimo della Porta, SAES Getters chief executive officer, said, “We are very excited by this acquisition, a significant step forward in our announced strategy of growth and diversification in the advanced materials market. SAES Getters has long been committed to growth, both organic and inorganic. With the acquisition of Memry, a new leading player will now be competing in the shape memory alloy medical device market, which is strongly anti-cyclical compared with the ups and downs of the world economy. This will be an excellent complement to our traditional business, granting us the possibility of exploiting technical, scientific and operating synergies as well as leveraging our international network. This market shows significant growth rates in the U.S. and in the rest of the world, where the strong international network of SAES has been successfully competing for years. Memry owns a range of leading edge technologies that perfectly integrate with SAES Getters activities in the shape memory alloy sector for industrial applications, which will accelerate our expansion in this field. SAES Getters is strongly committed to building our advanced materials business. To achieve this goal, we expect the contributions and expertise of the management and employees of Memry will be significant.”
Robert Belcher, CEO of Memry Corporation, said, “After extensive analysis, we have concluded that this merger is the best way for our shareholders to realize an appropriate value for their shares. We see extensive synergies with SAES Getters and we believe that SAES is the ideal firm to acquire Memry. SAES already has a substantial investment in shape memory alloys and is seeking to expand their position in advanced materials. Memry is a leader in two material technologies: shape memory alloys and polymer extrusion. SAES Getters Group has been firmly established in the U.S. market since the 1960s and now has five operating companies around the country. Memry will benefit from the strong international network of SAES Getters as it consolidates its presence in the U.S. market and continues to substantially grow internationally. This is why we feel this is such an excellent fit for our customers, our employees and our shareholders.”