General Dynamics Advanced Information Systems to Acquire Axsys Technologies, Inc.
June 04 2009 - 9:16AM
PR Newswire (US)
Transaction will expand sensor, imaging and intelligence,
surveillance and reconnaissance offerings to U.S. government
FAIRFAX, Va. and ROCKY HILL, Conn., June 4 /PRNewswire-FirstCall/
-- General Dynamics Advanced Information Systems, a business unit
of General Dynamics (NYSE:GD), has entered into a definitive
agreement to acquire Axsys Technologies, Inc., (NASDAQ:AXYS) for
$54 per share of Axsys Technologies' outstanding common stock. The
cost of the transaction would be $643 million. The proposed
acquisition, which has been approved by the boards of directors of
Axsys Technologies and General Dynamics, would be earnings-neutral
in 2009 and accretive to General Dynamics' earnings thereafter. The
transaction is subject to normal regulatory approvals as well as
approval by Axsys Technologies' shareholders, and is expected to
close during the third quarter of the year. Axsys Technologies is a
global leader in the design and manufacture of high-performance
electro-optical and infrared (EO/IR) sensors and systems and
multi-axis stabilized cameras. Its customers include U.S. military
and homeland security agencies, systems integrators that support
those customers, and commercial customers in high-performance
markets such as aerial and perimeter surveillance applications in
law enforcement, energy and broadcast and film production. Axsys
Technologies' sophisticated solutions are typically found in
applications that demand the finest optical surfaces, highest
accuracy and tightest motion-control tolerances, such as weapon
systems, long-range surveillance cameras and highly precise imaging
telescopes. "Axsys Technologies delivers innovative, high-value
products in a market segment that is strategic for General Dynamics
Advanced Information Systems. Adding Axsys Technologies'
capabilities to our existing intelligence, surveillance and
reconnaissance expertise will enable us to further strengthen our
portfolio of offerings and discriminators in the high-growth
tactical ISR market," said Lou Von Thaer, president of General
Dynamics Advanced Information Systems. "In addition, we look
forward to maintaining and strengthening relationships with Axsys
Technologies' existing customers, expanding and diversifying the
technical products that General Dynamics is able to offer and
pursuing new markets through collaboration among the product
experts at each company," Von Thaer said. Stephen W. Bershad,
chairman of the board and chief executive officer of Axsys
Technologies, said, "I am extremely proud of the organization that
Axsys Technologies has become. Over the past several years we have
successfully executed strategies aimed at making Axsys Technologies
a premier supplier of optical solutions for surveillance,
reconnaissance and targeting applications, and as part of General
Dynamics we will be even better positioned to capitalize on the
substantial opportunities in our markets." Axsys Technologies
employs approximately 1,000 workers. It is based in Rocky Hill,
Conn., and has facilities in Alabama, California, Michigan and New
Hampshire. The company had a backlog of $162.1 million as of March
28, 2009, and anticipates 2009 sales of $280 million. Axsys
Technologies is a global leader in the design and development of
high-performance surveillance cameras, imaging systems and related
motion control technologies, serving the aerospace, defense, and
high-performance commercial markets. For more information, visit
http://www.axsys.com/. General Dynamics Advanced Information
Systems designs, develops, manufactures, integrates, operates and
maintains mission systems for defense, space, intelligence,
surveillance, reconnaissance, homeland security and homeland
defense customers. Headquartered in Fairfax, Va., the company
specializes in ground systems; imagery processing; mission
payloads; space vehicles; maritime subsurface, surface and airborne
mission systems; and tasking, collection, processing, exploitation
and dissemination programs for national intelligence. More
information is available online at http://www.gd-ais.com/. General
Dynamics, headquartered in Falls Church, Va., employs approximately
92,900 people worldwide. The company is a market leader in business
aviation; land and expeditionary combat systems, armaments and
munitions; shipbuilding and marine systems; and information systems
and technologies. More information about General Dynamics is
available online at http://www.gd.com/. Additional Information
About the Transaction This announcement is neither a solicitation
of a proxy, an offer to purchase, nor a solicitation of an offer to
sell, shares of Axsys Technologies. In connection with the proposed
transaction, Axsys Technologies will file a proxy statement with
the Securities and Exchange Commission (SEC). The definitive proxy
materials will contain important information regarding the merger,
including, among other things, the recommendation of Axsys
Technologies' board of directors with respect to the merger.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. You will
be able to obtain the proxy statement, as well as other filings
containing information about Axsys Technologies, free of charge, at
the website maintained by the SEC at http://www.sec.gov/. Copies of
the proxy statement and other filings made by Axsys Technologies
with the SEC can also be obtained, free of charge, by directing a
request to Axsys Technologies, 175 Capital Boulevard, Suite 103,
Rocky Hill, Connecticut 06067, Attention: Director of Investor
Relations. Participants in the Solicitation The directors and
executive officers of Axsys Technologies and other persons may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information regarding Axsys
Technologies' directors and executive officers is available in its
Annual Report on Form 10-K filed with the SEC on February 17, 2009,
and its Proxy Statement on Schedule 14A filed with the SEC on March
20, 2009. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement and other relevant materials to be filed with
the SEC when they become available. Investors should read the proxy
statement carefully when it becomes available before making any
voting or investment decisions. Cautionary Statement Regarding
Forward-looking Statements This press release contains
forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended. One can identify these
forward-looking statements by the use of the words such as
"expect," "anticipate," "plan," "may," "will," "estimate" or other
similar expressions. Because such statements apply to future
events, they are subject to risks and uncertainties that could
cause the actual results to differ materially. Actual results and
trends may differ materially from what is forecast in
forward-looking statements due to a variety of factors, including,
without limitation: the ability to obtain regulatory approvals of
the acquisition on the proposed terms and schedule; the failure of
Axsys Technologies' stockholders to approve the acquisition; the
risk that the acquisition may not be completed in the time frame
expected by the parties or at all. Additional information regarding
factors that may affect future results are described in the
companies' filings with the Securities and Exchange Commission,
including, without limitation, Annual Reports on Form 10-K and
Quarterly Reports on Form 10-Q. All forward-looking statements
speak only as of the date they were made. The companies do not
undertake any obligation to update or publicly release any
revisions to any forward-looking statements to reflect events,
circumstances or changes in expectations after the date of the
press release. DATASOURCE: General Dynamics Advanced Information
Systems; Axsys Technologies, CONTACT: Lucy Ryan of General
Dynamics, +1-703-272-6010, Cell, +1-703-216-7595, ; or Julie L.
Oakes, Director of Investor Relations of Axsys Technologies,
+1-860-594-5751, Web Site: http://www.gd-ais.com/
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