Newport Corporation Completes Acquisition Of Ophir Optronics Ltd.
Obtains $250M Senior Credit Facility
Newport Corporation recently announced that it has completed the acquisition of Ophir Optronics Ltd. ("Ophir"), a global leader in precision infrared optics, photonics instrumentation and three-dimensional non-contact measurement equipment, for $8.43 per share in cash.
Robert J. Phillippy, Newport's President and Chief Executive Officer, said, "We are delighted to have Ophir join the Newport team, and we are confident that the addition of Ophir's outstanding products, technologies and customer relationships will further strengthen Newport's leadership position in the photonics industry. Ophir has a long history of strong and consistent revenue growth and profit generation, and we expect this acquisition to help Newport deliver significantly higher levels of revenue and profit in the future. We will immediately begin implementing our integration plans, and we expect the transaction to be accretive to our earnings in the fourth quarter of 2011 and thereafter. This acquisition expands our global footprint and further diversifies our end market participation. It represents an important step in the implementation of our strategy to become the world's premier source for photonics technology and products."
Ophir is headquartered in Jerusalem, Israel, with manufacturing operations in Israel and the U.S. and sales offices in the U.S., Japan and Europe. For the six month period ended June 30, 2011, Ophir had revenue of $60.M, an 18.1% increase over the first half of 2010, and operating income of $6.8M. Newport expects Ophir to achieve slightly higher levels of revenue and profit in the second half of 2011 compared with the first half of 2011. Ophir will operate as a wholly-owned subsidiary of Newport Corporation. For more information, visit www.ophiropt.com.
Newport also reported that it has obtained a $250M senior secured credit facility from a syndicate of global financial institutions to provide additional funding for the Ophir transaction, the repayment of Newport's $127M of subordinated convertible notes maturing in February 2012, and other corporate purposes. The facility consists of a $185M term loan and a $65M revolving line of credit, and has an initial interest rate of 2.75% over LIBOR, or 1.75% over a base rate, at the Company's option. The interest rate spreads are subject to adjustment in future periods between 2.25% and 3.0% over LIBOR, or between 1.25% and 2.0% over the base rate, based on the Company's total leverage ratio, as set forth in the Credit Agreement relating to the facility. Beginning in the first quarter of 2012, Newport will make quarterly payments of principal on the loan over its five year term, with a total of 10% of the principal being repaid in 2012 and a total of 15% of the principal being repaid in each year thereafter. The facility is subject to customary covenants, including those relating to the Company's total leverage and fixed charge coverage ratios.
Investor Conference Call
Robert J. Phillippy, President and Chief Executive Officer, and Charles F. Cargile, Senior Vice President and Chief Financial Officer, will host an investor conference call today, Tuesday, October 4, 2011, at 4:00 p.m. Eastern time (1:00 p.m. Pacific time) to discuss the terms of the financing, plans for Ophir's integration with Newport, and the company's current business outlook. The call will be open to all interested investors through a live audio web broadcast via the Internet at www.newport.com/investors and www.earnings.com. The call also will be available to investors and analysts by dialing 888-271-8601 within the U.S. and Canada or 913-981-5583 from abroad. The webcast will be archived on both websites and can be reached through the same links. A telephonic playback of the conference call will be available beginning at 7:00 p.m. Eastern time today, October 4, 2011, and continue through 7:00 p.m. Eastern time on Tuesday, October 11, 2011. The replay can be accessed by calling 888-203-1112 within the U.S. and Canada or 719-457-0820 from abroad. The replay passcode is 1014562.
About Newport Corporation
Newport Corporation is a leading global supplier of advanced technology products and systems to customers in the scientific research, aerospace and defense/security, microelectronics, life and health sciences and precision industrial manufacturing markets. Newport's innovative solutions leverage its expertise in photonics technologies, including lasers, photonics instrumentation, sub-micron positioning systems, vibration isolation, optical components and subsystems, precision automation and three dimensional non-contact measurement equipment, to enhance the capabilities and productivity of its customers' manufacturing, engineering and research applications. Newport is part of the Standard & Poor's SmallCap 600 Index and the Russell 2000 Index. For more information, visit www.newport.com.
SOURCE: Newport Corporation