PALO ALTO, Calif. and
NEW YORK, Nov. 26, 2010 /PRNewswire-FirstCall/ -- CPI
International, Inc. (Nasdaq: CPII) announced today the signing of a
definitive merger agreement under which CPI International (CPI)
will be acquired by an affiliate of Veritas Capital Fund IV
(Veritas Capital) for $19.50 per
share in cash. The purchase price reflects a premium of
approximately 35 percent over the closing price of CPI common stock
on November 24, 2010, and 38 percent
over the average closing price of the CPI common stock for the 90
days ending November 24, 2010.
The transaction is valued at approximately $525 million.
(Logo: http://photos.prnewswire.com/prnh/20060426/CPILOGO)
"Veritas Capital is pleased to be associated with the management
and employees of CPI. The company has a long history of
providing technology and product excellence to the defense,
communications, medical and scientific markets. We look
forward to continuing this tradition under our ownership, working
with Joe Caldarelli and his team, by
providing our customers with cost effective, advanced solutions to
their important requirements," said Robert
B. McKeon, founder, chairman and managing partner of Veritas
Capital.
"With its extensive technology and defense industry experience
and strong track record of fostering growth in its portfolio
companies, Veritas Capital is an excellent partner for CPI.
Our board of directors and management believe this
transaction will provide considerable benefits for CPI's customers,
and CPI's stockholders will benefit from a significant premium over
the current stock price," said Joe
Caldarelli, chief executive officer of CPI. "We are
very excited by the prospect of working with Veritas Capital to
continue to grow CPI's business while providing our customers in
all of our commercial and defense end markets with the
state-of-the-art technology, dependable products and best-in-class
customer service that they have come to expect from CPI. We
will continue to support all the markets and product areas in which
we are currently involved, and, in fact, expect to grow our
participation in them."
Closing Conditions and Shareholder Voting
Requirements
The transaction is subject to CPI stockholder approval, and is
also subject to a number of customary regulatory and other closing
conditions. The transaction is not subject to any financing
conditions.
Certain significant stockholders of CPI have entered into a
voting agreement with an affiliate of Veritas Capital with respect
to approximately 49 percent of the outstanding shares of CPI common
stock to demonstrate their strong support of the proposed
transaction.
About CPI International, Inc.
CPI International, Inc., headquartered in Palo Alto, California, is the parent company
of Communications & Power Industries, Inc., a leading provider
of microwave, radio frequency, power and control solutions for
critical defense, communications, medical, scientific and other
applications. Communications & Power Industries, Inc.
develops, manufactures and distributes products used to generate,
amplify, transmit and receive high-power/high-frequency microwave
and radio frequency signals and/or provide power and control for
various applications. End-use applications of these systems
include the transmission of radar signals for navigation and
location; transmission of deception signals for electronic
countermeasures; transmission and amplification of voice, data and
video signals for broadcasting, Internet and other types of
commercial and military communications; providing power and control
for medical diagnostic imaging; and generating microwave energy for
radiation therapy in the treatment of cancer and for various
industrial and scientific applications.
About Veritas Capital
Founded in 1992 and headquartered in New York, Veritas Capital is a leading private
equity investment firm that invests in companies that provide
critical products and services to governments worldwide.
Since its founding, Veritas has been involved as the lead
investor in transactions totaling more than $8 billion in value. Veritas is the premier
private equity firm focused on the defense and government services
sector and ranks in the top decile in terms of investment
performance since its founding. For more information, please
visit http://www.veritascapital.com.
Additional Information about the Transaction and Where to
Find It
The acquisition will be submitted to CPI's stockholders for
their consideration. In connection with the acquisition, CPI
intends to file relevant materials with the SEC, including a proxy
statement and other relevant documents concerning the merger.
Investors and stockholders of CPI are urged to read the proxy
statement and other relevant documents filed with the SEC when they
become available, as well as any amendments or supplements to the
documents because they will contain important information about CPI
and the merger.
Stockholders of CPI can obtain more information about the
proposed transaction by reviewing the Form 8-K to be filed by CPI
in connection with the announcement of the entry into the merger
agreement, and any other relevant documents filed with the SEC when
they become available. The proxy statement and any other
relevant materials (when they become available), and any other
documents filed by CPI with the SEC, may be obtained free of charge
at the SEC's web site at www.sec.gov. In addition, investors
and stockholders may obtain free copies of the documents filed with
the SEC by directing a written request to: CPI International, Inc.,
811 Hansen Way, Palo Alto,
California 94303, Attention: Investor Relations.
Investors and stockholders are urged to read the proxy
statement and the other relevant materials when they become
available before making any voting or investment decision with
respect to the merger.
Participants in Solicitations
CPI and its directors, executive officers and other members of
its management and employees may be deemed to be participants in
the solicitation of proxies from stockholders of CPI in connection
with the merger. Information regarding CPI's directors and
executive officers is available in CPI's proxy statement on
Schedule 14A for its 2010 annual meeting of stockholders, which was
filed with the SEC on January 20,
2010. Additional information regarding the interests
of such potential participants will be included in the proxy
statement and the other relevant documents filed with the SEC when
they become available.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements included above constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act
of 1933, as amended and Section 21E of the Securities Exchange Act
of 1934, as amended. Forward-looking statements provide our
current expectations, beliefs or forecasts of future events.
Forward-looking statements are subject to known and unknown
risks and uncertainties, which could cause actual events or results
to differ materially from the results projected, expected or
implied by these forward looking statements. Such differences
may result from a variety of factors, including but not limited
to:
- legal or regulatory proceedings or other matters that affect
the timing or ability to complete the transactions as
contemplated;
- the possibility that the expected funding for the merger
will not be obtained;
- the possibility of disruption from the pending merger making
it more difficult to maintain business and operational
relationships;
- the possibility that the merger does not close, including
but not limited to, due to the failure to satisfy the closing
conditions; and
- developments beyond CPI's control, including but not limited
to: changes in domestic or global economic conditions, competitive
conditions and consumer preferences; adverse weather conditions or
natural disasters; health concerns; international, political or
military developments; and technological developments.
Additional factors that may cause results to differ
materially from those described in the forward-looking statements
are set forth in the Annual Report on Form 10-K of CPI for the
fiscal year ended October 2, 2009,
which was filed with the SEC on December 10,
2009, under the heading "Item 1A—Risk Factors" and in
subsequent reports on Forms 10-Q and 8-K and other filings made
with the SEC by CPI.
As a result of these uncertainties, you should not place
undue reliance on these forward-looking statements. All
future written and oral forward-looking statements attributable to
us or any person acting on our behalf are expressly qualified in
their entirety by the cautionary statements contained or referred
to in this section. New risks and uncertainties arise from
time to time, and it is impossible for us to predict these events
or how they may affect us. We undertake no duty or obligation
to publicly revise any forward-looking statement to reflect
circumstances or events occurring after the date hereof or to
reflect the occurrence of unanticipated events or changes in our
expectations.
SOURCE CPI International, Inc.