By Lisa Kerner
Charlotte, N.C., July 10 - Excel Technology Inc. agreed to be acquired by GSI Group Inc. for $32 per share or about $360 million.
The per-share offer price is a 30.2% premium to the average Excel closing share price over the last 30 trading days, according to a company news release.
GSI will acquire Excel through a cash tender offer followed by a second-step merger in which any untendered shares will be acquired at the same per share price, Excel said.
The tender offer will begin around July 23.
Both companies' boards of directors unanimously approved the transaction, which is slated to close in the third quarter, the release noted.
GSI said it will fund the acquisition through a combination of available cash and external financing. The company's wholly owned subsidiary, GSI Group Corp., entered into definitive agreements with various investors to provide financing of $210 million through the issuance of senior unsecured notes and warrants.
The transaction is expected to be accretive to GSI for the full-year 2009.
"This acquisition constitutes a major step in the execution of our strategy to expand our presence in our most attractive markets," GSI president Sergio Edelstein stated in the release.
"By joining forces, GSI and Excel will be in a very strong position to accelerate new product introductions and global market penetration," Excel president and chief executive officer Antoine Dominic added.
UBS Investment Bank advised and is the placement agent to GSI.
Needham & Co., LLC provided a fairness opinion to Excel's board of directors.
GSI supplies precision technology to the global medical, electronics and industrial markets and semiconductor systems. The company is located in Billerica, Mass.
Excel, based in East Setauket, N.Y., designs, manufactures and markets laser systems and electro-optical components, primarily for industrial and scientific applications.
| Acquirer: | GSI Group Inc.
|
| Target: | Excel Technology Inc.
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| Announcement date: | July 10
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| Transaction total: | $360 million
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| Price per share: | $32.00
|
| Expected closing: | Third quarter of 2008
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| Stock price of target: | Nasdaq: XLTC: $22.66 on July 9
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