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Axsys Technologies, Inc. (NASDAQ: AXYS) today announced that it has
acquired substantially all of the assets of Cineflex LLC, a privately
held manufacturer of high-precision gyro-stabilized aerial camera
systems, for $27 million in cash, with possible additional cash
consideration to be paid upon the attainment of certain revenue targets
fixed largely over the next 36 months.
Cineflex is a technology leader in the design and manufacture of highly
stable, multi-sensor, multi-axis surveillance platforms serving
customers in federal and local government, and in the motion picture and
electronic news gathering industries. A pioneer in high-definition
aerial surveillance technology, Cineflex develops ultra-stable camera
systems for applications such as long range license plate identification
and the observation of suspected criminals. The unique ability of
Cineflex's products to track targets from great distances led to its
extensive use for animal photography in the recent BBC/Discovery HD
production, "Planet Earth.”
Cineflex employs approximately 25 people at its Grass Valley, California
headquarters. Total unaudited revenue for the 2006 calendar year was
$8.7 million with operating income of approximately 25%.
"This acquisition brings critical, high-value
technology to Axsys, and opens the door to significant new markets,”
said Stephen W. Bershad, Chairman and CEO of Axsys Technologies. "Camera
system stabilization is essential in airborne and seaborne surveillance
and reconnaissance applications, and Cineflex’s
technology is state-of-the-art. By combining Cineflex’s
products and capabilities with Axsys’
expertise in visible and infrared lenses and cameras, Axsys will
reinforce its position as the technology leader in the industry. This
highly synergistic transaction is expected to generate $11 million in
revenue for Axsys during 2007 and will be moderately accretive to
earnings after taking into account incremental amortization resulting
from merger accounting.”
John Coyle, founder of Cineflex and co-owner, added, "The
entire Cineflex team is excited to be joining Axsys Technologies. The
technical fit could not be better, and Axsys’
strong reputation as a leading vertically integrated supplier of
surveillance solutions among defense and homeland security customers
worldwide is sure to accelerate the growth of our gyro-stabilized camera
business. Together we will clearly be a powerful force in the industry.” "Cineflex customers are astounded by the
stunning images produced by our company’s
camera systems,” continued Alan Purwin,
co-owner of Cineflex. "As part of the Axsys
team, we intend to accelerate the adoption of this important technology
by force protection, homeland security, and first-responder customers
worldwide.” Strategic Highlights:
Significantly enhances Axsys’ market
position as a leading supplier of vertically integrated surveillance
systems to defense and homeland security customers.
Marries Cineflex’s multi-axis stabilization
technology with Axsys’ optics and camera
technologies, enabling the development of high-performance,
military-grade airborne systems, opening a large new market for both
Vertically integrates the Cineflex multi-sensor camera system with its
largest cost driver, the Axsys infrared camera.
Presents new opportunities for Axsys optical products in the motion
picture and electronic news gathering industries by leveraging Cineflex’s
strong reputation in those markets.
Directly supports Axsys’ strategy to
leverage its optics and motion-control capabilities to increase the
value-added content of its solutions.
Acquisition is structured as an asset purchase.
Initial transaction consideration of $27 million in cash.
Incremental contingent cash payments of up to $42.5 million are
possible if certain revenue targets are exceeded as part of a
three-year earn-out agreement.
A second contingent payment of up to 10% of all revenues recognized
from multi-year orders in backlog at the end of the earn-out period is
possible if revenues in the fourth year from the acquisition date
exceed $40 million.
Transaction financed with cash on hand and borrowings under a
revolving credit facility.
Management will conduct a conference call to discuss the acquisition on
Friday, April 13, 2007 at 10:00 am ET. Shareholders, institutional
investors and equity research analysts are invited to participate in the
call by dialing 1-866-356-3377 and entering conference pass code
57151357. The conference call will be webcast live via the Investor
Relations section of the Company’s web site
at www.axsys.com. A replay of the
webcast will be available shortly after the conclusion of the call for a
period of approximately 90 days.
Axsys Technologies, Inc. is a vertically integrated supplier of
precision optical solutions for high technology applications, serving
the aerospace, defense and high performance commercial markets. For more
information, visit www.axsys.com.
This press release contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended. One can identify these forward-looking statements by the use of
the words such as "expect,” "anticipate,” "plan,” "may,” "will,” "estimate” or
other similar expressions. Because such statements apply to future
events, they are subject to risks and uncertainties that could cause the
actual results to differ materially. Important factors, which could
cause actual results to differ materially, are described in Axsys’
reports on Form 10-K and Form 10-Q on file with the Securities and
Exchange Commission, including without limitation: changes in the U.S.
federal government spending priorities; the Company’s
ability to compete in the industries in which it operates, including the
introduction of competing products or technologies by other companies
and/or pricing pressures from competitors and/or customers; the
potential for the Company’s backlog to be
reduced or cancelled; the Company’s ability
to implement its acquisition strategy and integrate its acquired
companies successfully, including the acquisition of Cineflex; the
Company’s ability to manage costs under the
Company’s fixed-price contracts effectively;
and changes in general economic and business conditions. These
statements reflect the Company’s current
beliefs and are based upon information currently available to Axsys. Be
advised that developments subsequent to this release are likely to cause
these statements to become outdated with the passage of time, and we
specifically disclaim any obligation to update these statements.