Advanced Imaging


Advanced Imaging Magazine

Updated: January 12th, 2011 09:49 AM CDT

October Industry News

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FLIR Systems
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Isilon Systems
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National Instruments

FLIR to Acquire Controlling Interest of Cedip

FLIR Systems, Inc. has entered into an agreement to acquire a controlling interest in Cedip Infrared Systems (Croissy-Beaubourg, France), a leading provider of infrared cameras and stabilized gimbaled systems.

Under the terms of the agreement, controlling shareholders of Cedip have agreed to sell to FLIR shares representing 67.8 percent of the share capital of Cedip, on a fully diluted basis, for a cash consideration of 19 per share or a total of 41.4 million (approximately $57.1 million). The transaction is subject to various closing conditions, including the authorization of the French Minister of Finance and Economy.

Following the purchase, FLIR will launch a mandatory Standing Market Offer in France pursuant to which it will undertake to buy Cedip's remaining shares at the same price. In the event that after the Standing Market Offer, which is expected to occur by the end of January 2008, FLIR owns at least 95 percent of the share capital and voting rights of Cedip, the price per share to be paid to all shareholders of Cedip shall be increased by an additional 0.50 per share. In the event all outstanding shares are purchased by FLIR, total consideration paid will be 62.7 million (approximately $86.4 million).

Founded in 1989, Cedip manufactures cooled mid- and long-wave infrared cameras for the science and security markets as well as high-performance, stabilized gimbals for a variety of airborne commercial and government applications. For the fiscal year ended December 31, 2006, Cedip reported revenue of 18.2 million (approximately $25.1 million) and operating income of 3.1 million (approximately $4.3 million).

In the Science camera market, the acquisition improves FLIR's international distribution network and brings new products and technology, including cooled mid-wave infrared cameras, while also providing an important manufacturing and technology base in Europe. FLIR anticipates cost savings through integrated distribution and lower manufacturing costs from utilizing FLIR infrared sensors in certain Cedip products.

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