Scientific Technologies Inc. Completes Merger with Omron Corporation; Shareholders Receive $10.67 Per Share in Cash
13 Settembre 2006 - 12:51AM
Business Wire
Scientific Technologies Incorporated (NASDAQ:STIZ), a leading North
American provider of automation safeguarding products, announced
today that it had completed its previously announced merger with a
subsidiary of Japan-based Omron Corporation ("Omron"). STI
shareholders will receive $10.67 per share in cash as a result of
the merger, and STI will cease to be a publicly-traded company.
Also as a result of the merger and related transactions, Omron
acquired STI's Safety Products Group (SPG) business and STI sold
its Automation Products Group (APG) business to Automation Products
Group, Inc., a new company formed by members of the Lazzara family.
The total transaction values the equity of the Company at
approximately $110.8 million. "We are pleased that our shareholders
have approved this transaction and that the merger is now
complete," said Joseph J. Lazzara, President and Chief Executive
Officer of STI. "We believe this transaction provides significant
liquidity to our shareholders while providing exciting new
platforms of opportunity for our customers and employees." "The
Company's Safety Products Group business is now part of a larger,
global company and will operate under the name of Omron Scientific
Technologies, Inc.," said Mr. Lazzara. "We believe this transaction
will create a global leader in the industrial safety market, with
the resources of a world-class organization such as Omron and the
North American automation safety expertise of STI." Mr. Fumio
Tateisi, Executive Vice President of Omron Corporation and
President of Omron's Industrial Automation Business, said, "We are
very pleased to have completed this transaction and look forward to
being able to offer a wider range of cutting-edge safety products
and consultancy services to our industrial-safety customers." The
operations of STI's Safety Products Group will remain in Fremont,
California. With regard to the Company's APG unit, Mr. Lazzara
said, "The Company's APG business will continue to operate out of
its Logan, Utah facilities as the Automation Products Group, Inc.
under private ownership of the Lazzara family." He added, "We look
forward to continuing to provide our APG customers with the highest
quality sensor products and continue our long history of product
innovation in that area." Wilson Sonsini Goodrich & Rosati
acted as legal advisor and The Spartan Group LLC acted as financial
advisor to STI. About Scientific Technologies Inc. Scientific
Technologies, Inc. (STI) is a North American leading provider of
automation safeguarding products and services through its Safety
Products Group. STI's Optical Sensor Division (OSD) provides safety
products that are used to protect workers around machinery,
automated equipment and industrial robots. Our products serve a
wide variety of applications and markets, including semiconductor,
automotive, electronics manufacturing, packaging and consumer
markets. STI's Machine Services Division (MSD) provides safety
services such as safeguarding equipment installations, machine
safety assessments, and the design and custom fabrication of
guarding solutions. MSD specializes in machinery services including
the repair, relocation, installation and service of fabricating
machinery. MSD serves customers in a variety of industries,
including metal fabrication, aerospace, electronics, building
materials, automotive and food processing. Our web site is located
at www.sti.com. STI's Automation Products Group serves the factory
automation, semiconductor, transportation, oil and gas, consumer
and food processing industries with a diversified offering of
sensing technologies. Products include level, flow, pressure
sensing, positioning transducers, vehicle separation, profiling and
ultrasonic sensors and controls. Further information is available
at the Group's web sites: www.automationsensors.com, and
www.stiscanners.com. About Omron Corporation Omron Corporation,
headquartered in Kyoto, Japan, is a global leader in the field of
automation with approximately $6 billion in annual revenues.
Established in 1933 and headed by President and CEO Hisao Sakuta,
Omron has more than 26,000 employees in 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. Further information on Omron is located at
www.omron.com. Forward-Looking Statements Certain statements in
this press release, including statements regarding the expected
benefits of the closing of the merger with Omron and the sale of
APG, are forward-looking statements that are subject to risks and
uncertainties. These risks and uncertainties, which could cause
STI's results to differ materially from the forward-looking
statements, include: economic and political conditions in domestic
and international markets; declining market demand for industrial
safety and security products generally; introduction of or
increased demand for alternative products; potential errors,
defects, design flaws or other problems with our products; changes
in regulations relating to industrial safety and security products;
and the other risks detailed from time to time in STI's Securities
and Exchange Commission filings and reports, including STI's annual
report filed on Form 10-K and quarterly reports filed on Form 10-Q.
STI disclaims any obligation to update information contained in any
forward-looking statement.
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