Dalsa shareholders approve acquisition by Teledyne Technologies
Updated Feb. 14: Teledyne Technologies Incorporated and Dalsa Corporation announced Feb. 14 that they completed Teledyne’s acquisition of Dalsa. Dalsa shares will be delisted from the Toronto Stock Exchange on or about February 17, 2011. Dalsa will also apply to cease to be a reporting issuer under applicable Canadian securities laws.
Previously the companies announced Feb. 10 that Dalsa received the requisite shareholder approvals for Teledyne’s $337 million (CAD) common stock purchase of Dalsa. More than 87.5% of DALSA’s shareholders were represented in person or by proxy at the shareholder meeting, and over 99.9% of the securities voted at the Meeting were voted in favor of the special resolution approving the deal, the companies said. The acquisition was announced Dec. 22, 2010. DALSA shareholders will receive CAD $18.25 in cash for each outstanding Dalsa common share.
“Teledyne and Dalsa are each acknowledged leaders in digital imaging technology but our product lines and customer bases are almost entirely complementary. For example, Dalsa produces among the world’s most advanced visible light imaging sensors and cameras for commercial applications, while Teledyne produces extreme resolution infrared sensors and subsystems primarily for government applications,” said Dr. Robert Mehrabian, Chairman, President and Chief Executive Officer of Teledyne.
“The combined strengths of Teledyne’s and Dalsa’s leading imaging technologies will allow us to develop new infrared and visible light products that serve our respective markets and customers. Furthermore, DALSA’s custom MEMS capabilities will be augmented by having access to Teledyne’s extensive MEMS research activities and advanced process technologies," Mehrabian said.
The acquisition has been approved by the boards of directors of both companies, and the transaction received early termination of the waiting period required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Dalsa’s application to the Ontario Superior Court of Justice (Commercial List) to obtain the final order approving the Arrangement is scheduled for Friday, February 11, 2011. Assuming court approval is obtained and that all other conditions to the Arrangement are satisfied or waived, the Arrangement is expected to become effective on or about February 12, 2011. Delisting of Dalsa’s common shares from the Toronto Stock Exchange is expected to occur on or about February 17, 2011.
Headquartered in Waterloo, Ontario, Dalsa provides high-performance digital imaging and microelectromechanical systems (MEMS) with approximately 1,000 employees worldwide. Established in 1980, Dalsa designs, develops, manufactures and markets digital imaging products and solutions, in addition to manufacturing custom MEMS products. Imaging products and services include high-resolution, high-performance CCD and CMOS imaging sensors, electronic digital cameras and image processing software for use in industrial machine vision, advanced medical imaging and high resolution aerial and satellite imagery. For the 12 months ended Sept. 30, 2010, Dalsa had sales of approximately CAD $201 million, the companies said.
“With the acquisition of Dalsa, Teledyne is making a substantial commitment to Canada. We are especially attracted to strong support for research and development and advancement of technology provided by both the Canadian Federal and Provincial Governments of Ontario and Quebec. Finally, following the acquisition of DALSA, and the previously announced divestiture of Teledyne Continental Motors, Teledyne will be transformed into a pure-play electronics, instrumentation and engineering focused company,” Mehrabian said.
“I view this transaction as a natural evolution for DALSA and a positive development for all DALSA stakeholders including shareholders, employees, executives, local communities, customers and vendors,” commented Dr. Savvas Chamberlain, Chairman of the Board and Founder of DALSA. “The decision to be a part of a larger organization recognizes that in order for DALSA to become a billion dollar company, we need to team up with an industry leader with complementary technologies. Finally, as the founder of the company, I am pleased to see DALSA’s name live on, in its new incarnation as Teledyne DALSA.”
“Being part of the Teledyne team will provide many opportunities for accelerated growth for Dalsa,” said Brian Doody, Chief Executive Officer of Dalsa. “I am looking forward to working with my existing management and executive team, along with the Teledyne team, as we move forward together in the next stage of the company’s development. As envisioned in the agreement with Teledyne, our principal operations will continue to function in their existing locations. Moreover, Teledyne expects to continue to invest in our technology and business.”
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