Teledyne Technologies Incorporated (NYSE:TDY) (“Teledyne”) and LeCroy
Corporation (NASDAQ:LCRY) (“LeCroy”) jointly announced today that they
have entered into a definitive agreement that provides for the merger of
LeCroy Corporation with a wholly-owned subsidiary of Teledyne. Pursuant
to the transaction, Teledyne will acquire all of the outstanding common
shares of LeCroy for $14.30 per share payable in cash. The aggregate
value for the transaction is approximately $291 million, taking into
account LeCroy’s stock options, stock appreciation rights and net debt
as of March 31, 2012. The transaction was unanimously approved by the
Boards of Directors of Teledyne and LeCroy. In addition, LeCroy
directors and executive officers, including founder Walter LeCroy, have
agreed to vote their shares in favor of the transaction.
Founded in 1964 and headquartered in Chestnut Ridge, N.Y., LeCroy is a
leading supplier of oscilloscopes, protocol analyzers and signal
integrity test solutions with approximately 500 employees worldwide. For
its fiscal year ended July 2, 2011, LeCroy had sales of approximately
$178.1 million.
“LeCroy will broaden our portfolio of analytical instrumentation
businesses by adding a leader in electronic test and measurement
solutions,” said Dr. Robert Mehrabian, Chairman, President and Chief
Executive Officer of Teledyne. “We are particularly impressed with
LeCroy’s strength in the market for high-performance oscilloscopes.
Furthermore, I am excited about the potential for LeCroy to provide an
ideal commercial outlet for our unique Indium Phosphide (InP) process
technology and ultra high frequency mixed signal design capabilities
developed at Teledyne Scientific Company, our R&D laboratories.”
“This transaction provides a substantial premium for our shareholders
and provides exciting opportunities for our customers and employees,”
said Mr. Thomas Reslewic, President, Chief Executive Officer and
Director of LeCroy. “We believe Teledyne can help us accelerate our
high-end oscilloscope programs to deliver real-time bandwidth well
beyond 100GHz by utilizing Teledyne’s leading InP technology.
Furthermore, through a combination of Teledyne’s microwave and mixed
signal design capabilities with LeCroy’s signal processing expertise, as
well as our respective market channels, we envision growing our markets
and adding new products such as signal generators and multi function
instruments.”
Stifel Nicolaus Weisel is acting as exclusive financial advisor and
Bingham McCutchen LLP and Fish & Richardson are acting as legal counsel
to LeCroy. Needham & Company is acting as exclusive financial advisor
and McGuireWoods LLP is acting as legal counsel to Teledyne.
About Teledyne Technologies
Teledyne Technologies is a leading provider of sophisticated
instrumentation, digital imaging products and software, aerospace and
defense electronics, and engineered systems. Teledyne Technologies’
operations are primarily located in the United States, Canada, the
United Kingdom and Mexico. For more information, visit Teledyne
Technologies’ website at www.teledyne.com.
About LeCroy Corporation
LeCroy Corporation is a worldwide leader in serial data test solutions,
creating advanced instruments that drive product innovation by quickly
measuring, analyzing and verifying complex electronic signals. The
Company offers high-performance oscilloscopes, serial data analyzers and
global communications protocol test solutions used by design engineers
in the computer, semiconductor and consumer electronics, data storage,
automotive and industrial, telecommunications and military and aerospace
markets. LeCroy’s 48-year heritage of technical innovation is the
foundation for its recognized leadership in “WaveShape Analysis” -
capturing, viewing and measuring the high-speed signals that drive
today’s information and communications technologies. LeCroy is
headquartered in Chestnut Ridge, New York. Company information is
available at www.lecroy.com.
Additional Information About the Acquisition and Where to Find It
This press release is for informational purposes only. It does not
constitute an offer to purchase shares of LeCroy Corporation or a
solicitation or recommendation statement under the rules and regulations
of the SEC. LeCroy will publicly file a Form 8-K with the SEC containing
the terms of the definitive merger agreement, and plans to mail a proxy
statement to stockholders of LeCroy in connection with the proposed
transaction. Investors and security holders of LeCroy are urged to read
the proxy statement and other relevant materials when they become
available because they will contain important information about
Teledyne, LeCroy and the proposed transaction. Investors and security
holders may obtain a free copy of these materials (when they are
available) and other documents filed with the Securities and Exchange
Commission at the SEC’s web site at www.sec.gov.
A free copy of the proxy statement, when it becomes available, may also
be obtained from LeCroy Corporation, 700 Chestnut Ridge Road, Chestnut
Ridge, NY 10977, Attn: Investor Relations. In addition, investors and
security holders may access copies of the documents filed with the SEC
by LeCroy on LeCroy’s web site at www.lecroy.com.
LeCroy, Teledyne and their executive officers and directors may be
deemed to be participants in the solicitation of proxies from its
stockholders with respect to the proposed transaction. Information
regarding the interests of the officers and directors of LeCroy in the
proposed transaction will be included in the proxy statement, and
information regarding the officers and directors of Teledyne is included
in its most recent Annual Report on Form 10-K and its most recent Proxy
Statement filed with the SEC. The consummation of the proposed
transaction is subject to the approval of LeCroy’s stockholders as well
as other customary closing conditions including clearance under the
Hart-Scott-Rodino Antitrust Improvements Act.
Forward-Looking Information Cautionary Notice
This press release contains forward-looking statements, as defined in
the Private Securities Litigation Reform Act of 1995, with respect to
management’s beliefs about the financial condition, results of
operations and businesses of Teledyne and LeCroy in the future.
Forward-looking information involves risks and uncertainties, is based
on the current expectations of the management of LeCroy and Teledyne and
is subject to uncertainty and changes in circumstances. The
forward-looking information contained herein may include statements
about the expected effects on Teledyne of the transaction, the
anticipated timing and scope of the transaction, expected timing of the
completion of the transaction, anticipated earnings enhancements,
estimated cost savings and other synergies, costs to be incurred in
achieving synergies, anticipated capital expenditures, other strategic
options and all other statements in this announcement other than
historical facts. Forward-looking information includes, without
limitation, statements typically containing words such as “intends,”
“expects,” “anticipates,” “targets,” “estimates” and words of similar
import. By its nature, forward-looking information is not a guarantee of
future performance or results and involves risks and uncertainties
because it relates to events and depends on circumstances that will
occur in the future. Actual results could differ materially from this
forward-looking information. Many factors could change anticipated
results, including Teledyne’s ability to integrate LeCroy’s operations,
retain customers and key employees and achieve operating synergies, the
ability to develop and market new products, failure of the requisite
number of LeCroy stockholders to approve the transaction, operating
results of LeCroy being lower than anticipated, and unexpected
acquisition-related costs and expenses. Certain of these and other
factors that could affect LeCroy’s business are discussed in LeCroy’s
Annual Report for the fiscal year ended July 2, 2011 and LeCroy’s
Quarterly Reports on Form 10-Q for the periods ending October 1, 2011,
December 31, 2011 and March 31, 2012. Additional information concerning
factors that could cause actual results to differ materially from those
projected in the forward-looking statements is contained in Teledyne’s
periodic filings with the Securities and Exchange Commission, including
its 2011 Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
Neither Teledyne nor LeCroy undertake any obligation to publicly update
or revise any forward-looking information, whether as a result of new
information, future events or otherwise.
