Ducommun Incorporated (NYSE: DCO) today announced that it has entered
into a definitive agreement to acquire all outstanding stock of LaBarge,
Inc. (AMEX: LB). LaBarge, with revenue of $324 million for the twelve
months ended January 2, 2011, is a widely recognized supplier of
electronics manufacturing services (EMS) operating across many
high-growth industries. The acquisition will nearly double Ducommun’s
revenue base, improve the Company’s position as a Tier 2 leader in both
aerostructures and electronics, and bring access to new customers and
markets.
Pursuant to the terms of the definitive agreement, Ducommun will acquire
all issued and outstanding shares of LaBarge at $19.25 per share in cash
for a total purchase price of approximately $340 million, including the
assumption of LaBarge’s outstanding debt ($30 million as of January 2,
2011). The closing of the transaction is subject to the approval of
LaBarge shareholders and certain other customary conditions, including
expiration of applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976. Once completed, LaBarge will be
combined with the Company’s Ducommun Technologies (DTI) subsidiary and
renamed Ducommun LaBarge Technologies, under the leadership of LaBarge’s
current chief operating officer, Randy Buschling. Based on management’s
assumptions, the transaction is expected to be accretive to Ducommun’s
earnings in the full year 2012.
"This is one of the most strategically significant moves Ducommun has
ever made, one which will transform our Company into a larger, stronger
entity focused on serving our customers in aerostructures and
electronics,” said Anthony J. Reardon, president and chief executive
officer of Ducommun. "LaBarge is a leading supplier of critical
electronics systems and subsystems for the aerospace and defense,
industrial, energy and medical markets, with a compatible corporate
culture, excellent management team, and outstanding workforce. Noted for
having deep, long-term relationships with its customers, LaBarge also
provides high-end engineering and design support, prototyping, program
management, and testing.
"The acquisition solidifies Ducommun as a premier Tier 2 provider of
both structural and electronic assemblies. By adding LaBarge to Ducommun
Technologies, we will form one of the largest global aerospace and
defense providers of EMS for high margin, low volume/high mix
applications. We look forward to this next, exciting stage of our
development.”
In connection with the acquisition, Ducommun has fully committed debt
financing provided by certain affiliates of UBS Investment Bank and
Credit Suisse.
UBS Investment Bank is acting as the exclusive financial advisor to
Ducommun in the acquisition of LaBarge.
Conference Call
A teleconference hosted by Anthony J. Reardon, the Company’s president
and chief executive officer, and Joseph P. Bellino, the Company's vice
president and chief financial officer, will be held today, April 4, 2011
at 10:00 AM ET (7:00 AM PT) to discuss the LaBarge transaction and
strategic rationale. To participate in the teleconference, please call
800-299-7928 (International 617-614-3926) approximately ten minutes
prior to the conference time stated above. The participant passcode is
81970257. Mr. Reardon and Mr. Bellino will be speaking on behalf of the
Company and anticipate the presentation and Q&A period to last
approximately 45 minutes.
This call is being webcast by Thomson/CCBN and can be accessed directly
at the Ducommun Incorporated website at www.ducommun.com.
Conference call replay will be available after that time at the same
link or by dialing 617-801-6888, passcode 48073359. The webcast is also
being distributed over Thomson/CCBN’s Investor Distribution Network to
both institutional and individual investors. Individual investors can
listen to the call through Thomson/CCBN’s individual investor center at www.earnings.com
or by visiting any of the investor sites in Thomson/CCBN’s Individual
Investor Network. Institutional investors can access the call via
Thomson/CCBN’s password-protected event management site, StreetEvents (www.streetevents.com).
About Ducommun Incorporated
Founded in 1849, Ducommun Incorporated provides engineering and
manufacturing services to the aerospace and defense industry. The
company is a supplier of critical components and assemblies for
commercial aircraft, military aircraft, and missile and space programs
through its three business units: Ducommun AeroStructures (DAS),
Ducommun Technologies (DTI), and Miltec. Additional information can be
found at www.ducommun.com.
Certain statements contained in this press release regard matters
that are not historical facts and are forward-looking statements within
the meaning of the "safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995, as amended, and the rules promulgated
pursuant to the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended.
Such statements include
statements regarding the proposed acquisition of LaBarge, including but
not limited to statements regarding benefits of the acquisition, as well
as statements regarding the proposed financing of the acquisition.
Because such forward-looking statements contain risks and uncertainties,
actual results may differ materially from those expressed in or implied
by such forward-looking statements.
Factors that could cause
actual results to differ materially include, but are not limited to:
(1)
the occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement or voting
agreement; (2) the outcome of any legal proceedings that have been or
may be instituted against LaBarge and/or Ducommun and others following
announcement of the merger agreement; (3) the inability to complete the
merger due to the failure to obtain stockholder approval or the failure
to satisfy other conditions to the completion of the merger, including
the expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act 1976, as amended; (4) the failure to obtain
the necessary debt financing arrangements set forth in commitment
letters received in connection with the merger; (5) the interest rate on
any borrowings incurred to finance the acquisition and operations of
Ducommun and its subsidiaries following the acquisition; (6) risks that
the proposed transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the merger;
(7) difficulties integrating LaBarge’s business, operations and
employees into Ducommun’s business and operations; (8) the inability to
recognize the benefits of the merger, including any potential synergies,
growth, cost savings or accretive value; (9) the method of accounting
for the acquisition; (10) the inability to maintain current customer and
supplier relationships following the merger; (11) the amount of the
costs, fees, expenses and charges related to the merger and the actual
terms of certain financings that will be obtained for the merger; and
(12) the impact of the indebtedness incurred to finance the consummation
of the merger.
The businesses of Ducommun and LaBarge are also
subject to a number of risks as described in the SEC filings of Ducommun
and LaBarge, copies of which may be obtained by contacting the investor
relations departments of each company via their websites www.ducommun.com
and www.labarge.com.
Many of the factors that will determine the outcome of the subject
matter of this press release are beyond Ducommun’s or LaBarge’s ability
to control or predict.
Ducommun undertakes no obligation to
release publicly the results of any revisions to these forward-looking
statements that may be made to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.
Additional Information and Where to Find It
In connection with the proposed merger, LaBarge will file a proxy
statement with the SEC. When completed, a definitive proxy statement and
a form of proxy will be mailed to the stockholders of LaBarge. LABARGE’S
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.
LaBarge’s stockholders will be able to obtain, without charge, a copy
of the proxy statement (when available) and other relevant documents
filed by LaBarge with the SEC from the SEC’s website at www.sec.gov
or the investor relations section of LaBarge’s website at www.labarge.com,
or by written request to LaBarge, Inc., c/o Corporate Secretary, 9900
Clayton Road, St. Louis, MO 63124.
Ducommun and LaBarge and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies
from LaBarge’s stockholders with respect to the proposed merger.
Information about Ducommun’s directors and executive officers is set
forth in Ducommun’s 2011 proxy statement on Schedule 14A filed with the
SEC on March 29, 2011 and its Annual Report on Form 10-K for the year
ended December 31, 2010, filed with the SEC on February 22, 2011.
Information
about LaBarge’s directors and executive officers, including their
ownership of LaBarge Common Stock, is set forth in LaBarge’s 2010 proxy
statement on Schedule 14A, filed with the SEC on October 18, 2010.
Investors
may obtain additional information regarding the interests of the
participants in the proposed merger, which may be different than those
of LaBarge’s stockholders generally, by reading the proxy statement and
other relevant documents regarding the proposed merger, when filed with
the SEC.
