SAES Getters and Memry Corporation Announce Merger Agreement

Tag : medical material.
SAES Getters S.p.A., Italian Group, a world leader in a varietyof scientific and industrial applications where stringent vacuumconditions or ultra-pure gases are required, and Memry Corporation(AMEX:MRY), an American Stock Exchange listed company focused onhigh-value engineering of nitinol-based and polymer-based nextgeneration products for the medical device industry, announcedtoday that they have agreed on a merger plan, which has beenunanimously approved by the boards of directors of both companies.
The transaction is valued at approximately $77.7 million. SAESGetters will acquire 100% of the equity of Memry Corporation. AllMemry shareholders will be entitled to receive $2.51 in cash pershare for each share of common stock. The price per sharerepresents a premium of approximately 73% based on Memry ’ s closing price as of June 23, 2008. Following completion of thetransaction, Memry shares will be delisted from the American StockExchange. Memry was advised by the investment banking firm ofCovington Associates LLC and the law firm of Finn Dixon &Herling LLP. SAES Getters was advised by the law firm of NixonPeabody LLP.
The acquisition will be effected through a newly-formed Delawarecompany (wholly-owned subsidiary of SAES Getters InternationalLuxembourg S.A.), which will be merged with and into MemryCorporation.
Headquartered in Connecticut (with one plant in Bethel and one inDayville) and with two manufacturing facilities in Menlo Park,California, Memry is a leading provider of design support,engineering, development and manufacturing services to the medicaldevice industry and other industries using the company ’ s proprietary technologies. Memry is a technical leader in thefields of shape memory alloys and sophisticated polymer extrusion.The company ’ s major products include stent components, catheter components,laparoscopic sub-assemblies and complex multi-lumen, multi-layerextrusions used for guidewires, catheter shafts and other deliverysystems. The company employs approximately 350 people.
In fiscal year 2007 ended June 30, 2007, Memry Corporation reportedrevenues of $51.7 million, a gross margin of $16.6 million, anoperating income equal to $1.3 million and net income of $0.3million. EBITDA was equal to $4.2 million and adjusted EBITDA was$6.5 million. For the first nine months of fiscal year 2008 endedon March 31, 2008, Memry Corporation reported revenues of $41.3million. Gross profit was $13.8 million; operating income was $1.3million and net income was $0.8 million. EBITDA was equal to $3.7million while the adjusted EBITDA was $5.4 million.
The company is substantially debt-free.
Completion of the transaction, which is expected to close inSeptember 2008, is subject to shareholder approval, certainregulatory clearance and the completion of other customaryconditions. In connection with the merger, holders of approximately20% of the outstanding shares of Memry have agreed to vote in favorof the transaction.
Approximately 40% of the acquisition will be funded throughoperating cash flow with the balance through a bank loan guaranteedby SAES Getters S.p.A.
Massimo della Porta, SAES Getters chief executive officer, said, “ We are very excited by this acquisition, a significant step forwardin our announced strategy of growth and diversification in theadvanced materials market. SAES Getters has long been committed togrowth, both organic and inorganic. With the acquisition of Memry,a new leading player will now be competing in the shape memoryalloy medical device market, which is strongly anti-cyclicalcompared with the ups and downs of the world economy. This will bean excellent complement to our traditional business, granting usthe possibility of exploiting technical, scientific and operatingsynergies as well as leveraging our international network. Thismarket shows significant growth rates in the U.S. and in the restof the world, where the strong international network of SAES hasbeen successfully competing for years. Memry owns a range ofleading edge technologies that perfectly integrate with SAESGetters activities in the shape memory alloy sector for industrialapplications, which will accelerate our expansion in this field.SAES Getters is strongly committed to building our advancedmaterials business. To achieve this goal, we expect thecontributions and expertise of the management and employees ofMemry will be significant. ”
Robert Belcher, CEO of Memry Corporation, said, “ After extensive analysis, we have concluded that this merger is thebest way for our shareholders to realize an appropriate value fortheir shares. We see extensive synergies with SAES Getters and webelieve that SAES is the ideal firm to acquire Memry. SAES alreadyhas a substantial investment in shape memory alloys and is seekingto expand their position in advanced materials. Memry is a leaderin two material technologies: shape memory alloys and polymerextrusion. SAES Getters Group has been firmly established in theU.S. market since the 1960s and now has five operating companiesaround the country. Memry will benefit from the stronginternational network of SAES Getters as it consolidates itspresence in the U.S. market and continues to substantially growinternationally. This is why we feel this is such an excellent fitfor our customers, our employees and our shareholders. ”
About SAES Getters Group
Pioneering the development of getter technology, the SAES GettersGroup is the world leader in a variety of scientific and industrialapplications where stringent vacuum conditions or ultra-pure gasesare required. For over 60 years its getter solutions have beensupporting innovation in the information display and lampindustries, in technologies spanning from large vacuum power tubesto miniaturized silicon-based micromechanical devices, as well asin sophisticated high vacuum systems and in vacuum thermalinsulation. The Group also holds a leading position in ultra puregas handling for the semiconductor and other hi-tech markets.
Starting in 2004, by leveraging the core competencies in specialmetallurgy and materials science, the SAES Getters Group hasexpanded its business into advanced material markets, with theintroduction of new optical crystal and shape memory alloy.
A total production capacity distributed at 12 manufacturing plantsacross 3 continents, a worldwide-based sales & service network,more than 900 employees allow the Group to combine multiculturalskills and expertise to form a truly global enterprise.
SAES Getters is headquartered in the Milan area (Italy) and hasbeen listed on the Italian Stock Exchange Market, STAR segment,since 1986.
About Memry Corporation
Memry Corporation provides design, engineering, development andmanufacturing services to the medical device and other industriesusing the company ’ s proprietary shape memory alloy and polymer extrusiontechnologies. Medical device products include stent components,catheter components, guidewires, laparoscopic surgicalsub-assemblies and orthopedic instruments as well as complex,multi-lumen, multi-layer polymer extrusions used for guidewires,catheters, delivery systems and various other high-endinterventional medical devices. Detailed information about MemryCorporation can be found at http://www.memry.com.