Valpey-Fisher Corporation to be Acquired by CTS Corporation
17 Novembro 2011 - 12:00PM
Business Wire
CTS Corporation (“CTS”) (NYSE: CTS) and Valpey-Fisher
Corporation (“Valpey-Fisher”) (Nasdaq:VPF) announced today that
they have entered into a definitive merger agreement providing for
the cash acquisition of Valpey-Fisher by CTS. Upon closing of the
transaction, Valpey-Fisher will operate as an indirect wholly-owned
subsidiary of CTS.
Pursuant to the terms of the definitive agreement, CTS will
acquire 100% of the issued and outstanding equity of Valpey-Fisher
for $4.15 per share in cash. Valpey-Fisher’s Board of Directors has
unanimously approved the merger and recommends that Valpey-Fisher’s
stockholders vote in favor of the transaction. The transaction is
subject to customary closing conditions and approval of
Valpey-Fisher’s stockholders.
A more complete description of this transaction is included in
Valpey-Fisher’s Form 8-K to be filed later today. The transaction
is expected to close in January 2012.
Valpey-Fisher is a recognized technology leader in the design
and manufacturing of precision crystal oscillators including higher
frequency, lower phase noise timing solutions, high performance
RF/Microwave components, integrated modules and ultrasonic
transducers. End markets served include telecommunications,
computer, defense and aerospace, instrumentation and industrial
markets. Sales in the last four reported quarters total
approximately $15 million.
Michael J. Ferrantino Jr., President and Chief Executive Officer
of Valpey-Fisher Corporation, added, “This represents a great value
for the stockholders of Valpey-Fisher while providing excellent
long-term growth opportunities for our employees.”
Vinod M. Khilnani, CTS Chairman and Chief Executive Officer,
stated, “Valpey-Fisher is an excellent fit with CTS’ Electronic
Components business unit, bringing expanded products and
capabilities to better serve CTS’ customers. The two companies
offer world-class highly-engineered frequency products to growing
markets. In addition, Valpey-Fisher brings strong engineering
capabilities and management leadership to support our strategy of
double-digit top line growth over the next several years in our
Components and Sensors segment.”
Shasta Partners, LLC is acting as financial advisor to
Valpey-Fisher.
About Valpey-Fisher
Valpey-Fisher Corporation is a global leader in the design,
development and manufacture of high-accuracy subsystems integrated
into digital and optical telecommunications systems in use
throughout the world for voice, data and military communications.
Companies pick Valpey-Fisher for its long history of technology
innovation, its high-quality precision products and its
top-to-bottom commitment to customers to provide and support custom
solutions that meet their evolving needs. Valpey-Fisher (founded in
1931) has its manufacturing facility located in Hopkinton,
Massachusetts. To find out more, visit the Valpey-Fisher Web site
at www.valpeyfisher.com.
Forward-Looking Statements
This report may contain statements, including statements
regarding whether the Merger will be consummated and the timing of
the Merger, that are forward-looking statements as defined within
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from the
statements made, such as market and economic conditions, the future
performance of Valpey-Fisher, the requirement of approval of
Valpey-Fisher’s stockholders, and other risks, that may cause the
conditions to the closing of the Merger not to be satisfied. All
forward-looking statements are also expressly qualified in their
entirety by its cautionary statements detailed from time to time in
filings with the Securities and Exchange Commission (the “SEC”)
including quarterly reports on Form 10-Q and annual reports on Form
10-K by Valpey-Fisher.
Additional Information and Where You Can Find It
In connection with the Merger, Valpey-Fisher will file relevant
materials with the SEC including a preliminary proxy statement on
Schedule 14A and, promptly after the filing, a definitive proxy
statement with the SEC. Valpey-Fisher will mail its definitive
proxy statement and other relevant documents regarding the Merger
to its stockholders. VALPEY-FISHER’S STOCKHOLDERS ARE URGED TO
READ, WHEN AVAILABLE, VALPEY-FISHER’S DEFINITIVE PROXY STATEMENT IN
CONNECTION WITH ITS SOLICITATION OF PROXIES FOR THE SPECIAL MEETING
TO BE HELD TO APPROVE THE MERGER AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT VALPEY-FISHER AND THE PROPOSED TRANSACTION. Valpey-Fisher's
stockholders may obtain a free copy of these documents, as well as
other filings containing information about Valpey-Fisher, at the
SEC’s website, www.sec.gov. Valpey-Fisher’s stockholders will also
be able to obtain, without charge, a copy of the proxy statement
and any other relevant documents (when available) by directing a
request to: Valpey-Fisher Corporation, 75 South Street, Hopkinton,
MA 01748, Attention: Michael J. Kroll, or by telephone at (508)
435-6831. This announcement is not a solicitation of a proxy.
Valpey-Fisher and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from
Valpey-Fisher’s stockholders in respect of the Merger. Information
concerning such participants and their respective interests in
Valpey-Fisher by security holdings or otherwise is set forth in the
proxy statement for Valpey-Fisher’s 2011 Annual Meeting of
Stockholders, which was filed with the SEC on April 5, 2011.
Stockholders may obtain additional information regarding the
interests of such participants by reading the proxy statement and
other relevant documents regarding the Merger when they become
available.
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