GE Fanuc Embedded Systems To Acquire SBS Technologies; Combination Creates Broad Offering To Meet Customer Demand
March 20 2006 - 8:35AM
Business Wire
GE Fanuc Embedded Systems, a unit of General Electric Company
(NYSE:GE), and SBS Technologies(R), Inc. (Nasdaq:SBSE) announced
today that GE Fanuc Embedded Systems has agreed to acquire SBS
Technologies, a designer of open architecture embedded computer
products that enable original equipment manufacturers to serve
commercial, communication and government customers. Pursuant to the
transaction, SBS Technologies shareholders will receive $16.50 per
share payable in cash, for a total consideration of approximately
$215 million, net of SBS Technologies' cash and equivalents. The
combination of SBS Technologies and GE Fanuc Embedded Systems will
create a broad presence in the industry, offering an extensive line
of products ranging from embedded boards in multiple form factors,
bus architectures, and fabrics to fully integrated systems
available in a range of environmental grades. SBS Technologies is
headquartered in Albuquerque, New Mexico with locations in
Minnesota, Massachusetts, California, North Carolina, Germany,
Canada and China. "SBS Technologies is more than an acquisition for
GE Fanuc Embedded Systems, it is a great strategic fit," said
Maryrose Sylvester, president and CEO of GE Fanuc. "The combination
of the two companies will provide depth and breadth in crucial
product areas primed for growth. "We are very excited about this
acquisition," Sylvester continued, "and we believe the combined
entity will be in a position to serve a variety of customers
including those interested in communications, medical imaging,
industrial automation, and military systems." SBS Technologies
designs and builds computer boards and systems that enable
sophisticated products such as robots, aircraft, spacecraft and
unmanned vehicles. The company produces more than 500 electronic
components that can be configured in thousands of different ways.
These products include single board computers, communications and
networking modules, and complete systems. SBS products are designed
to open standards such as CompactPCI (CPCI), VMEbus (VME), PCI,
PCI-Express, PMC, PC/104, AdvancedMC, and AdvancedTCA. SBS
Technologies' single board computers are based on Intel(R)
architecture, PowerPC(R) and FPGA processors. "This transaction
will benefit both SBS Technologies' customers and GE Fanuc Embedded
Systems' customers," said Clarence Peckham, CEO of SBS
Technologies. "Our complementary product sets provide our customers
with a fantastic range of solutions today, and the combined
resources will be able to take us farther in the future than either
of our two companies could go working alone." SBS Technologies has
an excellent presence in Europe and Asia, adding to the team GE
Fanuc Embedded Systems has in place in those regions. And, the
combined entity will have approximately 900 employees worldwide,
250 of whom are engineers. Under the terms of the agreement, GE
Fanuc Embedded Systems will acquire all of the issued and
outstanding Common Shares of SBS Technologies (Nasdaq:SBSE). The
transaction, which is subject to regulatory approvals, the approval
of SBS Technologies' shareholders, and other customary conditions,
is anticipated to close in the third quarter of 2006. About SBS
Technologies SBS Technologies, Inc. (NASDAQ:SBSE) founded in 1986,
designs and builds a wide range of standard and customized embedded
computer products. Our products include processor boards,
input/output modules, networking devices, and complete computer
systems. Our products are used in many industries, including
telecommunications, medical electronics, industrial automation and
defense. Headquartered in Albuquerque, New Mexico, SBS maintains
eight primary operating locations, has regional sales offices
throughout the United States and has international sales and
support offices in six countries. More information on SBS is
available at www.sbs.com. About GE Fanuc Embedded Systems GE Fanuc
Embedded Systems, Inc. is a part of GE Fanuc Automation
Corporation, a joint venture between GE and FANUC LTD of Japan. GE
Fanuc delivers automation hardware and software designed to help
users reduce costs, increase efficiency and enhance profitability.
With solutions and services catering to virtually every industrial
segment, GE Fanuc provides a diverse array of capabilities and
products, including controllers, embedded systems, advanced
software, motion control, CNCs, operator interfaces, industrial
computers, and lasers. Headquartered in Charlottesville, VA, GE
Fanuc is a part of GE Industrial and combines the diverse global
strengths of the GE family with the local presence customers need
to design, develop and maintain their automation investments. For
more information, visit www.gefanuc.com/embedded or contact: GE
Fanuc Embedded Systems, 12090 S. Memorial Pkwy, Huntsville, AL
35803, Phone: (800) 322-3616, Fax: (256) 882-0859, e-mail:
info.embeddedsystems@gefanuc.com. All brands or trademarks are the
property of their respective owners. Caution Concerning
Forward-Looking Statements: This document contains "forward-looking
statements" - that is statements related to future, not past,
events. In this context, forward-looking statements often address
expected future business and financial performance, and often
contain works such as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," or "will." Forward-looking statements by their
nature address matters that are, to different degrees, uncertain.
For GE, particular uncertainties arise from the behavior of
financial markets, including fluctuations in interest rates and
commodity prices, from future integration of acquired businesses,
from future financial performance of major industries which we
serve, including, without limitation, the air and rail
transportation, energy generation, media, real estate and
healthcare industries, from unanticipated loss development in our
insurance businesses, and from numerous other matters of national,
regional and global scale, including those of a political,
economic, business, competitive and regulatory nature. These
uncertainties may cause actual future results to be materially
different than those expressed in the forward-looking statements.
Neither GE nor SBS Technologies undertakes to update our
forward-looking statements. IMPORTANT INFORMATION Investors and
security holders of SBS Technologies are urged to read the proxy
statement regarding the transaction referred to in the foregoing
information, when it becomes available, because it will contain
important information. The proxy statement will be filed with the
Securities and Exchange Commission (the "SEC") by SBS Technologies.
Investors and security holders may obtain a free copy of the proxy
statement (when it becomes available) and other documents filed by
SBS Technologies with the SEC at the SEC's website at www.sec.gov.
In addition, the proxy statement (when it becomes available) and
these other documents may be obtained free of charge from SBS
Technologies by directing a request to SBS Technologies, Inc. at
7401 Snaproll NE, Albuquerque, New Mexico 87109, attention of
Investor Relations. CERTAIN INFORMATION CONCERNING PARTICIPANTS
Investors may obtain a detailed list of names, affiliations and
interests of participants in the solicitation of proxies of
shareholders to approve the transaction referred to in the
foregoing information from an SEC filing under Schedule 14A to be
made by SBS Technologies at a future date.
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