OMRON Corporation to Acquire the Safety Products Group of Scientific Technologies Incorporated (STI).Tokyo, Japan, Apr 25, 2006 - (JCN JCN Japan Corporate News JCN Journal of Cognitive Neuroscience JCN Journal of Cardiovascular Nursing JCN Journal of Christian Nursing JCN Job Control Number JCN Journal of Child Neurology JCN joint communications network (US DoD) Newswire) - OMRON: - Asia's top industrial safety, sensing and controls player acquires a leader of the North American North American named after North America. North American blastomycosis see North American blastomycosis. North American cattle tick see boophilusannulatus. safety devices market. - Enhancing lineup of products with STI's full suite of safety light curtains A light curtain is a device which uses an array of photoelectric sensors to detect the presence of an object. Light curtains are commonly used with industrial equipment to 1) ensure machine safety at a point of operation control, area access control, or perimeter access, or 2) , laser scanners, and other safety devices and services. - Achieving accelerated new product development by integrating STI's frontier-breaking optical applications and value-added services with OMRON's innovative automation, sensing and control technologies. - Leveraging OMRON's worldwide sales and distribution network that extends to over 60 countries and spans multiple industries including automotive, semiconductor, electronic devices, chemicals, cosmetics, and food processing Food processing is the set of methods and techniques used to transform raw ingredients into food for consumption by humans or animals. The food processing industry utilises these processes. . OMRON Corporation (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). : 6645, ADR ADR - Astra Digital Radio : OMRNY) and Scientific Technologies Incorporated ('STI'; NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : STIZ STIZ Submarine Transit Identification Zone ) today announced that they have entered into a definitive agreement under which OMRON will acquire STI STI systolic time intervals. for $94 million plus net cash and working-capital adjustments. The transaction, which does not include the purchase of STI's Automation Products Group ('APG'), was approved by both companies' boards of directors. OMRON's Industrial Automation Business ('IAB'), which already leads the Japanese safety devices market, will capture a key position in North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. as a result of this acquisition. It will become a major, global player in a 110 billion yen (approx. US$940 million) global safety device market growing 15% per year due to a rising trend for Corporate Social Responsibility (CSR (1) (Customer Service Representative) A person who handles a customer's request regarding a bill, account changes or service or merchandise ordered. Agents in call centers are known as CSRs. See call center. ) that stresses not only improved productivity but also workplace safety. In line with the automation and globalization globalization Process by which the experience of everyday life, marked by the diffusion of commodities and ideas, is becoming standardized around the world. Factors that have contributed to globalization include increasingly sophisticated communications and transportation of production processes, manufacturers have increased their focus on Safety, Quality and the Environment. IAB (1) See Internet Architecture Board. (2) (Interactive Advertising Bureau, New York, www.iab.net) An industry association founded in 1996 to set standards and guidelines for interactive advertising and marketing. as a primary supplier to industrial workplaces has responded accordingly. In April of last year, it established a dedicated safety devices division. It enhanced its safety devices lineup of components and networks, and boosted its system solutions capabilities and safety-design consulting services. Now, with the acquisition, it plans on growing its safety business aggressively, from 10 billion yen ($85 million) in fiscal year 2005 to 30 billion yen ($255 million) by fiscal year 2008. "Together, OMRON IAB and STI will create a global safety equipment supplier of safety, sensing, and control technologies, that satisfies customers' demands for not just labor productivity but also product quality, employee safety, and environmental friendliness," said Fumio Tateisi, IAB President, and Executive Vice President of OMRON. "By acquiring STI, we will be able to offer a wider range of cutting-edge safety products and consultancy services to our customers." "STI's comprehensive suite of products will benefit from OMRON's established international distribution channels, overseas sourcing relationships, and efficient manufacturing capabilities. Our leadership position in the safety market and extensive regional sales and distribution channels in North America will bolster Omron's reach within this important market. In addition, the acquisition will preserve and enhance STI's history of product innovation and customer service," said Joseph J. Lazzara, President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of STI. The transaction remains subject to certain closing conditions including approvals by regulatory bodies and shareholders of both companies. 1. Overview of Scientific Technologies Incorporated
Trading name Scientific Technologies Incorporated
Representative Joseph J. Lazzara (President and CEO)
Location 6550 Dumbarton Circle, Fremont, CA 94555,
USA
Date of establishment July 9, 1979
Main Business Lines Manufacturing, development and sales of
safety devices
Term of fiscal year December
Number of Employees 321 (as of fiscal year ending December
2005)
Capital US$10,000 (as of fiscal year ending
December 2005)
Sales US$61 million (as of fiscal year ending
December 2005)
Issued stock 9,789,469 (as of March 30, 2006)
Major shareholders and holdings Scientific Technology Incorporated: with
86%
Public shareholders: with 14%
2. Shares to be acquired by
Trading name OMRON MANAGEMENT CENTER OF AMERICA,INC.
Representative Tatsunosuke Goto (CEO)
Location 1 Commerce Drive, Schaumburg,
IL 60173-5302, USA
Business lines North American Head Office
Capital US$8 million
Shareholders 100% owned by OMRON Corporation
3. Shares to be acquired from Shares will be acquired from individual shareholders of Scientific Technology Inc., which is a holding company of STI and the public shareholders of STI. 4. Schedule Stock transfer is scheduled to be proceeded at the end of June 2006. 5. Forecast There will be minimal effect to OMRON's financial results for the fiscal year ending March 2007. * Currency rate of 117 Japanese Yen “Yen” redirects here. For the other use, see Yen (disambiguation). “JPY” redirects here. For the Australian singer with the same moniker, see John Paul Young. per US$1 is used for all figures. 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. This press release contains forward-looking statements that involve risks and uncertainties concerning OMRON's proposed acquisition of Scientific Technologies and the benefits of the pending acquisition. Actual events or results may differ materially from those described in this press release due to a number of risks and uncertainties. Potential risks and uncertainties regarding the acquisition include, among others, the requirement that Scientific Technologies' stockholders must approve the transaction, the required receipt of necessary regulatory approvals, including from the Securities and Exchange Commission ("SEC") and under applicable antitrust laws antitrust laws n. acts adopted by Congress to outlaw or restrict business practices considered to be monopolistic or which restrain interstate commerce. The Sherman Antitrust Act of 1890 declared illegal "every contract, combination.... , other conditions to the closing of the merger, the possibility that the transaction will not close or that the closing may be delayed, and the effect of the announcement of the merger on Scientific Technologies' operating results and customer, supplier, employee and other relationships. More information about potential factors that could affect Scientific Technologies' business and financial results is included in Scientific Technologies' 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 fiscal year ended December 31, 2005 which is on file with the SEC and available at the SEC's website at www.sec.gov. The forward-looking statements are made as of the release date hereof and OMRON and Scientific Technologies disclaim any intention or obligation to update or revise any forward-looking statements or to update the reasons why the actual results could differ materially from those projected in the forward-looking statements, whether as a result of new information, future events or otherwise. Additional Information About the Merger and Where to Find It Scientific Technologies will file a proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. and other documents regarding the proposed merger described in this press release with the SEC. SCIENTIFIC TECHNOLOGIES' STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. A definitive proxy statement will be sent to stockholders of Scientific Technologies seeking their approval of the transaction. Investors and security holders may obtain a copy of the proxy statement (when it is available) and any other relevant documents filed by Scientific Technologies with the SEC for free at the SEC's web site at www.sec.gov. Copies of the proxy statement and other documents filed by Scientific Technologies with the SEC may also be obtained free of cost by directing a request to: Investor Relations Investor relations The process by which the corporation communicates with its investors. Department, Scientific Technologies, 6550 Dumbarton Circle, Fremont, California For the unincorporated community in Yolo County, California, see . Fremont (IPA: /ˈfriːmɒnt/) is a city in California that was incorporated on January 23, 1956, from the merger of five smaller communities: 94555 USA. You may also read and copy any reports, statements and other information filed by Scientific Technologies at the SEC public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549, USA or at the SEC's other public reference rooms in New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on public reference rooms. Scientific Technologies and OMRON and their respective directors, executive officers and certain of their employees may be deemed to be participants in the solicitation of proxies of Scientific Technologies' stockholders in connection with the proposed merger. Certain directors and executive officers of Scientific Technologies may have interests in the merger, including employment agreements, severance arrangements, acceleration of vesting Vesting The process by which employees accrue non-forfeitable rights over employer contributions that are made to the employee's qualified retirement plan account. Notes: of stock options and as a result of holding options or shares of Scientific Technologies common stock generally, and their interests will be described in the proxy statement that will be filed by Scientific Technologies with the SEC. About OMRON Headquartered in Kyoto, Japan, OMRON Corporation is a global leader in the field of automation. Established in 1933 and headed by President and CEO Hisao Sakuta, OMRON has more than 26,000 employees in over 35 countries working to provide products and services to customers in a variety of fields including industrial automation, electronic components, social systems (ticket gate machines, ticket vending machines, and traffic control), and healthcare. The company is divided into five regions and head offices are in Japan (Kyoto), Asia Pacific (Singapore), China (Shanghai), Europe (Amsterdam) and US (Chicago). For more information, visit OMRON's website at www.omron.com Source: OMRON Contact: Omron Corporate Brand Communications Department Takayuki Nakamura E-mail: takayuki_nakamura@omron.co.jp Copyright [c] 2006 JCN Newswire. All rights reserved. A division of Japan Corporate News Network K.K. |
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