American Science and Engineering, Inc. (NASDAQ:ASEI) (“AS&E” or
the “Company”), a leading worldwide supplier of innovative X-ray
inspection solutions, today announced that it has entered into a
definitive agreement to be acquired by OSI Systems, Inc.
(NASDAQ:OSIS) for $37.00 per share of AS&E common stock in an
all-cash transaction, for a total transaction value of
approximately $269 million. The transaction consideration
represents a premium of approximately 25% based on the
volume-weighted average closing stock price for the 90 days up to
and including June 20, 2016. The transaction and the merger
agreement were unanimously approved by AS&E’s Board of
Directors.
AS&E noted that the transaction is the culmination of a
strategic review process in which the Company, with the assistance
of its independent financial and legal advisors, thoroughly
reviewed a range of options to maximize shareholder value.
“We are pleased to have reached this agreement with OSI Systems,
which provides our shareholders with a compelling cash value and
follows a thorough review of strategic alternatives for the
Company,” said Chuck Dougherty, AS&E's President and Chief
Executive Officer. “After a careful assessment of conditions in our
markets worldwide, the Board determined that entering into this
transaction was in the best interest of our shareholders.”
He continued, “The combination of AS&E and OSI Systems will
create a leader in Cargo and Aviation security screening platforms,
offering customers and business partners a complete range of
scanning solutions to meet their evolving security and operational
requirements. Additionally, the collective scale, technology
capabilities, and mutual channel strengths of the combined
businesses will enable the Company to provide customers and
business partners with an enhanced set of competitive products and
services.”
Hamilton W. Helmer, AS&E’s Chairman of the Board of
Directors, said, “This transaction is a testament to the great team
at AS&E. Together, they have built a highly successful company
with a more than five decades’ long heritage of innovation and
technological expertise. Strategically, this is the right time to
pursue this combination because it brings together enhanced scale
and complementary portfolio offerings that will strengthen the
combined businesses’ position in inspection services and
technologies."
Deepak Chopra, OSI Systems’ Chairman and Chief Executive
Officer, commented, “AS&E’s backscatter X-ray technology
has long been a leader within the security industry, and its
cutting-edge products, extensive service network, and premier
customer base are highly complementary to our current
operations. We look forward to welcoming AS&E’s talented
team to OSI Systems and we expect to maintain AS&E’s current
operations in Billerica, MA as an essential part of an expanded
security scanning business unit.”
The transaction is subject to approval of AS&E shareholders,
regulatory approval, and other customary closing conditions. The
transaction is expected to be completed by the end of 2016.
Evercore is serving as financial advisor and provided a fairness
opinion to AS&E. Wilmer Cutler Pickering Hale and Dorr LLP is
acting as legal counsel to AS&E.
About AS&EAmerican Science and Engineering,
Inc. (AS&E) is the trusted global provider of threat and
contraband detection solutions for ports, borders, military,
critical infrastructure, law enforcement, and aviation. With over
50 years of experience, AS&E offers proven, advanced, X-ray
inspection systems to combat terrorism, drug smuggling, illegal
immigration, and trade fraud. AS&E systems are designed in a
variety of configurations for cargo and vehicle inspection, parcel
inspection, and personnel screening. Using a combination of
technologies, these systems provide superior detection
capabilities, with high-energy, dual-energy, and Z Backscatter®
X-rays — pioneered by AS&E. Learn more about AS&E products
and technologies at http://www.as-e.com/ or follow us on Twitter
@ase_detects.
About OSI Systems, Inc. OSI Systems, Inc. is a
vertically integrated designer and manufacturer of specialized
electronic systems and components for critical applications in the
homeland security, healthcare, defense and aerospace industries. It
combines more than 30 years of electronics engineering and
manufacturing experience with offices and production facilities in
more than a dozen countries to implement a strategy of expansion
into selective end product markets. For more information on OSI
Systems, Inc. or any of its subsidiary companies, visit
www.osi-systems.com.
For Additional Information, Contact:Laura
BermanAmerican Science and Engineering,
Inc.lberman@as-e.com978-262-8713
Investor RelationsMichael Freitag, Joseph Berg,
or Adam PollackJoele Frank, Wilkinson Brimmer
Katcher212-355-4449
Public Relations Contact:Dana HarrisRed Javelin
Communications, Inc.978-440-8392dana@redjavelin.com
Important Additional Information Will be Filed with the
SEC AS&E plans to file with the Securities and
Exchange Commission (“SEC”) and mail to its shareholders a Proxy
Statement in connection with the transaction. The Proxy
Statement will contain important information about AS&E, OSI
Systems, the transaction, and related matters. Investors and
security holders are urged to read the Proxy Statement carefully
when it is available.
Investors and security holders will be able to obtain free
copies of the Proxy Statement and other documents filed with the
SEC by AS&E and OSI Systems through the web site maintained by
the SEC at www.sec.gov. In addition, investors and security
holders will be able to download copies of the Proxy Statement from
the AS&E website at http://ir.as-e.com/sec.cfm or by emailing
ir@as-e.com.
AS&E, and its directors and executive officers, may be
deemed to be participants in the solicitation of proxies in respect
of the transactions contemplated by the merger agreement.
Information regarding AS&E’s directors and executive officers
is contained in AS&E’s Form 10-K for the year ended March 31,
2016 and its proxy statement dated July 29, 2015, which are filed
with the SEC. Information about the directors and executive
officers of AS&E and a more complete description of the
interests of AS&E’s directors and executive officers will be
available in the Proxy Statement regarding the acquisition when it
becomes available.
Safe Harbor Statement: This press release
contains statements concerning the proposed transaction between
AS&E and OSI Systems, the ability to consummate the
transaction, the expected benefits of the transaction, and benefits
and synergies of the transaction that may constitute
forward-looking statements within the meaning of The Private
Securities Litigation Reform Act of 1995 (the “Reform Act”).
Forward-looking statements within the meaning of the Reform Act are
generally identified through the inclusion of terms such as
"believes," "anticipates," "plans," "expects," “intends,” “may,”
“should,” “estimates,” or other similar expressions. Actual
results might differ materially from those projected in any
forward-looking statements. Factors which might cause actual
results or events to differ materially from those projected in the
forward-looking statements contained herein include the following:
uncertainties regarding the timing of the closing of the
transaction; uncertainties as to how many of the Company’s
shareholders will vote in favor of the transaction; the possibility
that various closing conditions to the merger may not be satisfied
or waived, including that a governmental entity may prohibit,
delay, or refuse to grant approval for the consummation of the
transaction; that there is a material adverse change to AS&E;
the interference with business resulting from distraction of the
Company’s employees; the integration of the Company’s business into
OSI Systems is not as successful as expected; the failure to
realize anticipated synergies and cost savings; other business
effects, including reductions, delays, or cancellations of orders;
disruption in the supply of any source component incorporated into
Company’s products; the Company’s ability to protect and enforce
its intellectual property; potential product liability claims
against the Company; global political and economic trends and
events which affect public perception of the threat presented by
drugs, explosives, and other contraband and influence the spending
of governments and private organizations; future reductions in
federal funding; the potential insufficiency of Company resources,
including human resources, capital, plant and equipment and
management systems, to accommodate any future growth; technical
problems and other delays that could impact new product development
and the Company’s ability to implement changes in technology and
customer requirements; competitive pressures; the impact of lengthy
sales cycles and customer delays both in United States government
procurement and procurement abroad on the Company’s cash flows;
changes in U.S. or foreign regulations that affect the use or
export of the Company’s products; general economic conditions, and
other factors discussed in the "Risk Factors" section of the
Company’s periodic reports and registration statements filed with
the Securities and Exchange Commission, including the Company’s
most recent annual report on Form 10-K. These forward-looking
statements speak only as of the date of this press release, and the
Company expressly disclaims any obligation to update or alter its
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
American Science And Engineering, Inc. (NASDAQ:ASEI)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
American Science And Engineering, Inc. (NASDAQ:ASEI)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024