Newport Corporation Signs Definitive Agreement to Merge With Kensington Laboratories, Premier Robotics and Automation Supplier.Business Editors IRVINE, Calif.--(BUSINESS WIRE)--Dec. 26, 2000 Newport Corporation (Nasdaq:NEWP NEWP - NEW Programming language ) today announced the signing of a definitive agreement to merge with Kensington Laboratories Inc., a privately held manufacturer of high-precision robotic ro·bot·ic adj. Relating to, characteristic of, or employing robots. and motion control equipment for the semiconductor and fiber optic communication industries. The all-stock transaction will be accounted for as a pooling of interests Pooling of Interests An accounting method, used in mergers and acquisitions, where the balance sheet items of the two companies are simply added together. Notes: The opposite of pooling of interests is the purchase acquisition method. and accordingly, Newport will restate re·state tr.v. re·stat·ed, re·stat·ing, re·states To state again or in a new form. See Synonyms at repeat. re·state its historical financial information to include the results of Kensington for all prior periods. Kensington, which holds more than 20 patents covering advanced robotics robotics, science and technology of general purpose, programmable machine systems. Contrary to the popular fiction image of robots as ambulatory machines of human appearance capable of performing almost any task, most robotic systems are anchored to fixed positions and motion control technology, is expected to have revenues of approximately $38 million for the year 2000. The transaction is expected to be immediately accretive to Newport's 2000 and 2001 results, adding an estimated $.10 per share to Newport's projected 2000 earnings and an estimated $.15 per share to 2001 earnings. The transaction is subject to regulatory approval and other customary closing conditions and is expected to be completed in the first quarter of 2001. A conference call to discuss this transaction will be Web cast today at 1 p.m. Eastern Standard Time (details below). Kensington Laboratories, with headquarters in Richmond, Calif., develops and manufactures advanced high-throughput, sub-micron motion control and robotic systems robotic system An integrated system of devices that automate production and manufacturing of goods and services Surgery An AI-based surgical assistant system, which processes sensory input from haptic interfaces and/or allows surgeons to act with more accuracy than , which are used for optical fiber alignment and semiconductor wafer (1) A small, thin continuous-loop magnetic tape cartridge that has been used from time to time for data storage and specialized applications. (2) The base unit of chip making. It is a slice taken from a salami-like silicon crystal ingot up to 12" (300mm) in diameter. handling, particularly in the advanced 300 millimeter One thousandth of a meter, or 1/25th of an inch. See metric system. processing systems now being deployed. Kensington will be integrated with Newport's Industrial and Scientific Technologies Division (ISTD ISTD Imperial Society of Teachers of Dancing (UK) ISTD International Society of Typographic Designers (London, England) ISTD Institute for the Study and Treatment of Delinquency (UK) ), which develops and manufactures a complementary portfolio of components and subsystems that utilize sub-micron motion control technology. "A key growth strategy of our company has been to extend Newport's infrastructure and intellectual property base in order to become a leading single-source supplier of test, measurement and automation solutions to the fiber optic communications and semiconductor equipment markets," said Robert Deuster, chairman and chief executive officer of Newport. "Kensington Laboratories is widely considered to be the premier designer of highly sophisticated sub-micron motion control and robotic products for fiber optic communications and semiconductor equipment manufacturers, and has a `blue-chip' roster of customers, including Newport. "We have had a strategic supply alliance with Kensington for over 14 years. In addition to ensuring our access to this leading edge technology, this transaction significantly advances Newport's robotics and materials handling Materials handling The loading, moving, and unloading of materials. The hundreds of different ways of handling materials are generally classified according to the type of equipment used. expertise, boosts our manufacturing capacity for motion control products and is an excellent fit for our strategic initiatives in 2001 and beyond." "Kensington Laboratories and Newport have enjoyed a long and successful relationship working together to provide customers with world class sub-micron automation systems. The merger of our two companies will result in significantly enhanced value to our customers as we go forward," said Paul Bacchi, president of Kensington Laboratories. "Newport's global infrastructure, financial strength and technical expertise will enable us to leverage our existing world-class products and rapid product development processes to address the advancing technical requirements of both the fiber optic and semiconductor industries." "We are excited to have Paul Bacchi and his team join the Newport family," said Robert Phillippy, vice-president and general manager of ISTD. "The combination of Kensington and ISTD significantly extends the technology portfolio and customer opportunities of both organizations. "Kensington's expertise in robotic and sub-micron positioning technology will be an enabling tool in the development of next generation automation for aligning a·lign v. a·ligned, a·lign·ing, a·ligns v.tr. 1. To arrange in a line or so as to be parallel: align the tops of a row of pictures; aligned the car with the curb. and packaging fiber optic devices. In addition, Kensington's 300mm wafer handling robots are an excellent fit with our strategy to provide integrated sub-systems on an OEM (Original Equipment Manufacturer) The rebranding of equipment and selling it. The term initially referred to the company that made the products (the "original" manufacturer), but eventually became widely used to refer to the organization that buys the products and basis to key industry-leading semiconductor equipment manufacturers." The number of shares to be issued to Kensington shareholders in this transaction will be based upon the average price of Newport's common stock for the 10-day period ending two days prior to the closing of the merger. The agreement also includes a collar that restricts the number of shares issued to no fewer than approximately 3.2 million and no greater than approximately 4.1 million. Should the price per share of Newport's common stock trade outside the boundaries established by the collar, neither Kensington nor Newport has the ability to terminate the transaction. Newport will provide investors with updated guidance for future periods, including the impact of this merger, in conjunction with its release of fourth-quarter 2000 and full-year results on Jan. 24, 2001. About Newport Corporation Newport Corporation is a global leader in the design, manufacture and marketing of high precision components, instruments and integrated systems to the fiber optic communications, semiconductor equipment, scientific research and industrial metrology metrology Science of measurement. Measuring a quantity means establishing its ratio to another fixed quantity of the same kind, known as the unit of that kind of quantity. markets. The company's innovative products are designed to enhance productivity and capabilities of test and measurement and automated au·to·mate v. au·to·mat·ed, au·to·mat·ing, au·to·mates v.tr. 1. To convert to automatic operation: automate a factory. 2. assembly for precision manufacturing, engineering and research applications. Customers include Fortune 500 corporations, technology companies and research laboratories in commercial, academic and government sectors worldwide. Web Cast Information Newport Corporation will host a Web cast to discuss the signing of this agreement. The call will be broadcast live over the Internet today, Tuesday, Dec. 26, 2000, at 1 p.m. Eastern Standard Time. The call will be open to all interested investors through a live audio Web broadcast at www.streetevents.com. For those who are not available to listen to the live broadcast, the call will be archived through Friday, Jan. 5, 2001 on www.streetevents.com and www.newport.com. A telephonic playback of the conference call will also be available during the same time frame. Listeners should call 800/633-8284 or 858/812-6440 and use Reservation No. 17401775. The statements in this news release, including the estimates of Kensington's 2000 and 2001 operating results, the expected effects of the merger on Newport's earnings per share, and the statements made by Robert Deuster, Robert Phillippy and Paul Bacchi are forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. that involve a number of risks and uncertainties. As discussed in Newport's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended Dec. 31, 1999, assumptions relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the foregoing involve judgments with respect to, among other things, the ability of Newport to successfully integrate Kensington Laboratories Inc., with Newport's other operations; the contributions of Kensington Laboratories to Newport's business strategy; future economic, competitive and market conditions, including those in Europe and Asia and those related to Newport's and Kensington's strategic markets, particularly the fiber optics fiber optics, transmission of digitized messages or information by light pulses along hair-thin glass fibers. Each fiber is surrounded by a cladding having a high index of refractance so that the light is internally reflected and travels the length of the fiber and semiconductor markets; whether the products offered by Kensington and Newport will continue to achieve customer acceptance; and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of Newport. Although Newport believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in the forward-looking statements will be realized. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by Newport or any other person that Newport's objectives or plans will be achieved. Newport undertakes no obligation to revise the forward-looking statements contained herein to reflect such events or circumstances after the date hereof here·of adv. Of this. hereof Adverb Formal or law of or concerning this Adv. 1. hereof - of or concerning this; "the twigs hereof are physic" or to reflect the occurrence of unanticipated events. |
|
||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion