Dalsa purchasing Coreco for about $72 million

Waterloo, Ontario, Canada—Dalsa Corp. and Coreco Inc. recently agreed to have Dalsa acquire all of Coreco’s issued and outstanding shares for approximately $72 million in cash and stock, pending regulatory approvals and conditions.

02/22/2005


Waterloo, Ontario, Canada— Dalsa Corp. and Coreco Inc. recently agreed to have Dalsa acquire all of Coreco’s issued and outstanding shares for approximately $72 million in cash and stock, pending regulatory approvals and conditions. The two firm’s boards of director have already approved the transaction, which is expected to close in late April and be accretive to Dalsa’s earnings in 2005.

The acquisition will combine Coreco’s vision processors, software, and smart camera technologies with Dalsa’s image sensor chips and digital cameras. The merger reportedly will “create a company that is well positioned to lead the convergence of technologies in the high performance digital imaging and machine vision marketplace.” The new firm will be named Dalsa Coreco.

For each of their common shares, Coreco’s stockholders will receive either: 0.5207 of a common share of Dalsa; $10 in cash; or a combination of cash and Dalsa common shares. The transaction reportedly is subject to a maximum of $35 million available for stockholders electing to receive cash. The purchase price of $10 per Coreco share represents a 57.5% premium to the 90-day average trading price of Coreco’s common shares.

Coreco’s shareholders will meet in April 2005 to vote on the proposed acquisition, which will require 66 2/3% of the votes to succeed, as well as approval of the Superior Court of Quebec and other regulatory agencies. Keith Reuben, Coreco’s president and CEO; Robert Mee, Coreco’s board chairman; andDaniel Crevier, Coreco’s founder, together hold approximately 11% of the company’s outstanding common shares, and reportedlt have agreed to support the acquisition.

“This agreement combines two Canadian companies with excellent fundamentals, solid management, and strong technology,” says Savvas Chamberlain, Dalsa’s CEO. “I’m particularly excited about the opportunity for the‘new Dalsa’ to take a leadership role in the convergence of technologies that is rapidly occurring in our industry. By combining Coreco’s vision processing and software expertise with Dalsa’s CCD and CMOS image sensor technology, we have the unique opportunity to develop innovative and high-value products that will allow us to compete even more successfully worldwide. Furthermore, I am pleased that our corporate cultures are so similar. This will accelerate integration, while minimizing disruption of both companies’ existing businesses.”

Ruben adds that, “This agreement fulfills Coreco’s long-stated strategy of gaining access to sensor technology and furthering our capabilities for smart cameras. In the short term, both companies will benefit from matching Coreco’s products with Dalsa’s image sensor and camera technology to address specific needs in flat panel display inspection, an expanding end market in which both companies are particularly strong. Longer term, the opportunities to collaborate are equally significant, and will enhance the overall competitiveness of the combined business.” Reuben will join Dalsa as president of the new Dalsa Coreco, and will report to Chamberlain.

Control Engineering Daily News Desk
Jim Montague, news editor
jmontague@reedbusiness.com





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