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Teledyne to Acquire Majority Stake in Ocean Design, Inc.


LOS ANGELES Los Angeles (lôs ăn`jələs, lŏs, ăn`jəlēz'), city (1990 pop. 3,485,398), seat of Los Angeles co., S Calif.; inc. 1850.  -- Teledyne Technologies Incorporated (NYSE NYSE

See: New York Stock Exchange
:TDY TDY
abbr.
temporary duty
) announced today that its subsidiary, Teledyne Instruments, Inc., has entered into an agreement to acquire a majority interest in Ocean Design, Inc. (ODI) for approximately $30 million. ODI, headquartered in Daytona Beach, Fla., is a leading manufacturer of subsea Subsea is a general term frequently used to refer to equipment, technology, and methods employed to explore, drill, and develop oil and gas fields that exist below the ocean floors. This may be in "shallow" or "deepwater". , wet-mateable electrical and fiber-optic interconnect systems used in offshore oil and gas production, oceanographic research, and military applications. The closing of the transaction is subject to various conditions.

For a period of twenty business days following the closing of Teledyne Instruments' investment in ODI, the stockholders of ODI that execute a stockholders' agreement prior to the closing will have the option to sell their shares to Teledyne Instruments at a price per share equal to Teledyne Instruments' initial investment in ODI. The ODI stockholders will also have the option to sell their shares to Teledyne Instruments following the end of each quarter through the quarter ended March 31, 2009, at a formula-determined price per share that is based on ODI's earnings before interest, taxes, depreciation and amortization Earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP metric that can be used to evaluate a company's profitability.
:EBITDA = Operating Revenue – Operating Expenses + Other Revenue
 (EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become ) for the previous twelve month period, and net debt or cash as of the applicable quarter-end. All shares not sold to Teledyne Instruments following the quarter ended March 31, 2009, will be purchased by Teledyne Instruments following the quarter ended June 30, 2009, at a price based on the same formula, at which time Teledyne Instruments will own all of the ODI shares held by the participating stockholders.

ODI's electrical connectors and cable systems are designed to operate at full ocean depths, and are used to reliably deliver power and communications to wellhead well·head  
n.
1. The source of a well or stream.

2. A principal source; a fountainhead.

3. The structure built over a well.


wellhead
Noun

1.
 control systems on the ocean floor. ODI's wet-mate fiber-optic connectors and cables provide high-speed bidirectional The ability to move, transfer or transmit in both directions.  data transmission for control and data acquisition systems used for production, as well as for reservoir and riser monitoring. ODI's interconnect systems are designed to permit connections to be made underwater by remotely operated vehicles, a requirement that has become essential as operations have moved into ever deeper waters. ODI's connectors and cables are also used in oceanographic applications, undersea defense and telecommunications systems.

"ODI's products are closely related to both our expanding line of undersea acoustic instruments and to our military high-voltage connectors and cables," said Robert Mehrabian, Chairman, President and Chief Executive Officer of Teledyne. "In the offshore oil and gas market, ODI's strong position in production complements our existing capabilities in exploration, exemplified by the hydrophones and streamer cables manufactured by Teledyne Benthos benthos: see marine biology.  and Teledyne Geophysical Instruments, as well as the acoustic current-profiler instruments manufactured for offshore drilling platforms by Teledyne RD Instruments.

"We also anticipate that ODI will benefit from Teledyne's broad capabilities and presence in the defense electronic subsystems market, including navigation, sensor and telemetry telemetry

Highly automated communications process by which data are collected from instruments located at remote or inaccessible points and transmitted to receiving equipment for measurement, monitoring, display, and recording.
 systems for unmanned underwater vehicles."

"Both ODI and Teledyne will be able to take advantage of shared technological capabilities in military high voltage and fiber optic connectors, cables and subsystems and provide a broader sub system solution to our existing customers," said Mike Read, Chief Executive Officer and President of ODI.

Teledyne Technologies is a leading provider of sophisticated electronic components, instruments and communication products, systems engineering solutions, aerospace engines and components and on-site gas and power generation systems. Teledyne Technologies has operations in the United States, the United Kingdom, Mexico and Canada. For more information, visit Teledyne Technologies' website at www.teledyne.com.

Forward-Looking Statements Cautionary Notice

This press release contains forward-looking statements, as defined in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995, relating to a potential acquisition. Actual results could differ materially from these forward-looking statements. Many factors, including the timing of share purchases by Teledyne and the ability of the Company and ODI to achieve anticipated synergies, could change anticipated results.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Aug 1, 2006
Words:617
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