Benthos (NASDAQ:BTHS)
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Teledyne Technologies Incorporated (NYSE: TDY) and
Benthos, Inc. (Nasdaq: BTHS) jointly announced today that they have
signed a definitive agreement that provides for the merger of Benthos,
Inc. with a wholly-owned subsidiary of Teledyne Technologies
Incorporated. Upon the consummation of the transaction, which is
subject to approval by Benthos' shareholders as well as other
customary closing conditions, Teledyne will acquire all of the
outstanding shares of Benthos for $17.50 per share in cash.
The purchase price of $17.50 per common share represents a 39
percent premium over the closing price on November 1, 2005. The
aggregate consideration for the outstanding Benthos shares will be
approximately $41 million (including payments for the settlement of
outstanding stock options) or approximately $31 million taking into
account Benthos' cash at June 30, 2005. As previously announced,
Benthos expects to report record revenue of approximately $24 million
for its fiscal year ended September 30, 2005. Teledyne expects the
acquisition of Benthos to be neutral to earnings.
Benthos is a leading provider of oceanographic products designed
for port and harbor security services, the U.S. Navy, energy
exploration and oceanographic research. Benthos also manufactures a
growing line of instruments for automated quality control of
containers used in the food, beverage and pharmaceutical markets.
"The acquisition of Benthos will continue the expansion of
Teledyne's product lines of underwater acoustic instruments, which
include hydrophone streamer cables used in offshore oil exploration
and the acoustic Doppler instruments that were added with the
acquisition of RD Instruments in August 2005," said Robert Mehrabian,
Chairman, President and Chief Executive Officer of Teledyne. "Benthos
has developed a broad range of innovative products, including acoustic
modems for networked underwater communication and a novel
three-dimensional sidescan sonar system, which are complementary to
Teledyne's oceanographic, naval and geophysical exploration
instruments. Teledyne RD Instruments has already integrated Benthos'
acoustic telemetry technology in Teledyne's Acoustic Doppler Current
Profilers that are used for wave monitoring, and Benthos has
manufactured hydrophones for Teledyne Geophysical's streamer cables
for offshore oil and gas exploration.
"Benthos has applied acoustic and other sensor technologies to
quality control instrumentation used in the food, beverage and
pharmaceutical markets, which are also important markets to Teledyne.
Benthos' TapTone(R) instruments, which perform real-time testing of
leaks, pressure and vacuum in metal, glass and sealed plastic
containers, are employed by the same customer base as Teledyne
Analytical Instruments' products that continuously monitor the purity
of carbon dioxide used in food and beverage production."
Stephen D. Fantone, Chairman of the Board of Directors of Benthos,
and Ronald L. Marsiglio, President and Chief Executive Officer,
commented in a joint statement; "The combination with Teledyne will
add capabilities and critical mass to both our oceanographic and
process control instrumentation businesses. Collectively, Benthos,
Teledyne RD Instruments and Teledyne Geophysical Instruments will
represent a significant marine instrumentation business, serving both
commercial and government customers, with locations in North Falmouth,
Mass.; San Diego, Calif. and Houston, Texas. Furthermore, our
TapTone(R) division will add new products to Teledyne's existing
process instrumentation portfolio."
Ferris, Baker Watts, Incorporated provided a fairness opinion to
Benthos' Board of Directors.
Teledyne Technologies is a leading provider of sophisticated
electronic components, instruments and communication products, systems
engineering solutions, aerospace engines and components and on-site
gas and power generation systems. Teledyne Technologies has operations
in the United States, the United Kingdom, Mexico and Canada. For more
information, visit Teledyne Technologies' website at www.teledyne.com.
Benthos, Inc. manufactures oceanographic products and package
inspection systems through its two divisions. The Undersea Systems
Division has developed a number of products based on its established
acoustic technology for energy markets, governmental entities, the
port and harbor security segment of the homeland defense market, and
other commercial markets. The Package Inspection Systems Division,
also referred to as the TapTone(R) Division, has developed quality
control equipment for flexible plastic, glass and other packaging used
in the beverage, food and pharmaceutical markets.
Forward-Looking Statements Cautionary Notice
This press release contains forward-looking statements, as defined
in the Private Securities Litigation Reform Act of 1995, with respect
to management's beliefs about the financial condition, results of
operations and businesses of Teledyne and Benthos in the future. These
statements involve risks and uncertainties. Actual results could
differ materially from these forward-looking statements. Many factors,
including Teledyne's ability to integrate the acquisition and achieve
anticipated synergies, the ability of Benthos' management to market
existing and new products in its Undersea Systems and Package
Inspection Systems divisions, failure of the requisite number of
Benthos' shareholders to approve the acquisition, and unexpected
acquisition-related costs and expenses, could change anticipated
results. Certain of these and other factors that could affect Benthos'
business are discussed in Benthos' Annual Report on Form 10-K for the
fiscal year ended September 30, 2004 and Prospectus dated May 24,
2005, on file with the Securities and Exchange Commission ("SEC").
Neither Teledyne nor Benthos undertake any obligation to publicly
update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.
Additional Information About the Acquisition
This press release is for informational purposes only. It does not
constitute an offer to purchase shares of Benthos, Inc. or a
solicitation or recommendation statement under the rules and
regulations of the SEC. Benthos will publicly file a Form 8-K with the
SEC containing the terms of the definitive merger agreement and
shareholders agreements, and will mail a proxy statement to
shareholders of Benthos in connection with the proposed transaction.
Investors and security holders of Benthos are urged to read the proxy
statement and other relevant materials when they become available
because they will contain important information about Teledyne,
Benthos and the proposed transaction. Investors and security holders
may obtain a free copy of these materials (when they are available)
and other documents filed with the Securities and Exchange Commission
at the SEC's web site at www.sec.gov. A free copy of the proxy
statement, when it becomes available, may also be obtained from
Benthos, Inc., 49 Edgerton Drive, North Falmouth, MA 02556, Attn:
Investor Relations. In addition, investors and security holders may
access copies of the documents filed with the SEC by Benthos on
Benthos' web site at www.benthos.com. Benthos and its executive
officers and directors may be deemed to be participants in the
solicitation of proxies from its shareholders with respect to the
proposed transaction. Information regarding the interests of these
officers and directors in the proposed transaction will be included in
the proxy statement.