May 30, 2012. Teledyne Technologies Inc. and LeCroy Corp. have jointly announced that they have entered into a definitive agreement that provides for the merger of LeCroy with a wholly-owned subsidiary of Teledyne. Pursuant to the transaction, Teledyne will acquire all of the outstanding common shares of LeCroy for $14.30 per share payable in cash. The aggregate value for the transaction is approximately $291 million, taking into account LeCroy’s stock options, stock appreciation rights, and net debt as of March 31, 2012. The transaction was unanimously approved by the boards of directors of Teledyne and LeCroy. In addition, LeCroy directors and executive officers, including founder Walter LeCroy, have agreed to vote their shares in favor of the transaction.
Founded in 1964 and headquartered in Chestnut Ridge, N.Y., LeCroy is a supplier of oscilloscopes, protocol analyzers, and signal-integrity test solutions with approximately 500 employees worldwide. For its fiscal year ended July 2, 2011, LeCroy had sales of approximately $178.1 million.
“LeCroy will broaden our portfolio of analytical instrumentation businesses by adding a leader in electronic test and measurement solutions,” said Dr. Robert Mehrabian, chairman, president, and chief executive officer of Teledyne. “We are particularly impressed with LeCroy’s strength in the market for high-performance oscilloscopes. Furthermore, I am excited about the potential for LeCroy to provide an ideal commercial outlet for our unique indium phosphide (InP) process technology and ultra high frequency mixed signal design capabilities developed at Teledyne Scientific Company, our R&D laboratories.”
“This transaction provides a substantial premium for our shareholders and provides exciting opportunities for our customers and employees,” said Mr. Thomas Reslewic, president, chief executive officer, and director of LeCroy. “We believe Teledyne can help us accelerate our high-end oscilloscope programs to deliver real-time bandwidth well beyond 100 GHz by utilizing Teledyne’s leading InP technology. Furthermore, through a combination of Teledyne’s microwave and mixed signal design capabilities with LeCroy’s signal processing expertise, as well as our respective market channels, we envision growing our markets and adding new products such as signal generators and multi function instruments.”
Stifel Nicolaus Weisel is acting as exclusive financial advisor and Bingham McCutchen LLP and Fish & Richardson are acting as legal counsel to LeCroy. Needham & Company is acting as exclusive financial advisor, and McGuireWoods LLP is acting as legal counsel to Teledyne.
Teledyne Technologies is a provider of instrumentation, digital imaging products and software, aerospace and defense electronics, and engineered systems. Teledyne Technologies’ operations are primarily located in the United States, Canada, the United Kingdom, and Mexico. www.teledyne.com.