Sbs Technologies (NASDAQ:SBSE)
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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.