Teledyne to Acquire Dalsa for $342 Million

The acquisition of Dalsa, whose line includes industrial machine vision products, complements Teledyne’s existing digital imaging portfolio.

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Teledyne Technologies Inc. (www.teledyne.com) and Dalsa Corp. (www.dalsa.com) jointly announced on Dec. 22 that they have entered into a definitive agreement that provides for the acquisition of Dalsa by a wholly-owned subsidiary of Teledyne. Pursuant to the transaction, Teledyne, based in Thousand Oaks, Calif., will acquire all of the outstanding common shares of Dalsa for CAD $18.25 per share payable in cash. The aggregate value for the transaction is approximately CAD $341 million (about US $342 million), taking into account Dalsa’s stock options and net cash as of Sept. 30, 2010.

Headquartered in Waterloo, Ontario, Canada, Dalsa is a supplier of high performance digital imaging and microelectromechanical systems (MEMS), with approximately 1,000 employees worldwide. Established in 1980, Dalsa designs, develops, manufactures and markets digital imaging products and solutions, in addition to manufacturing custom MEMS products. Dalsa’s imaging products and services include high-resolution, high-performance CCD (charge-coupled device) and CMOS (complementary metal oxide semiconductor) imaging sensors, electronic digital cameras and image processing software for use in industrial machine vision, advanced medical imaging and high resolution aerial and satellite imagery. For the 12 months ended Sept. 30, 2010, Dalsa had sales of approximately CAD $201 million.

Complementary

“Teledyne and Dalsa are each acknowledged leaders in digital imaging technology, but our product lines and customer bases are almost entirely complementary. For example, Dalsa produces among the world’s most advanced visible light imaging sensors and cameras for commercial applications, while Teledyne produces extreme resolution infrared sensors and subsystems primarily for government applications,’ said Robert Mehrabian, chairman, president and chief executive officer of Teledyne. “The combined strengths of Teledyne’s and Dalsa’s leading imaging technologies will allow us to develop new infrared and visible light products that serve our respective markets and customers. Furthermore, Dalsa’s custom MEMS capabilities will be augmented by having access to Teledyne’s extensive MEMS research activities and advanced process technologies.

“With the acquisition of Dalsa, Teledyne is making a substantial commitment to Canada,” Mehrabian continued. “We are especially attracted to strong support for research and development and advancement of technology provided by both the Canadian Federal and Provincial Governments of Ontario and Quebec. Finally, following the acquisition of Dalsa, and the previously announced divestiture of Teledyne Continental Motors, Teledyne will be transformed into a pure-play electronics, instrumentation and engineering focused company."

Natural evolution

“I view this transaction as a natural evolution for Dalsa and a positive development for all Dalsa stakeholders including shareholders, employees, executives, local communities, customers and vendors,” said Savvas Chamberlain, chairman of the board and founder of Dalsa. “The decision to be a part of a larger organization recognizes that in order for Dalsa to become a billion dollar company, we need to team up with an industry leader with complementary technologies. Finally, as the founder of the company, I am pleased to see Dalsa’s name live on, in its new incarnation as Teledyne Dalsa.”

“Being part of the Teledyne team will provide many opportunities for accelerated growth for Dalsa,” said Brian Doody, chief executive officer of Dalsa. “I am looking forward to working with my existing management and executive team, along with the Teledyne team, as we move forward together in the next stage of the company's development. As envisioned in the agreement with Teledyne, our principal operations will continue to function in their existing locations. Moreover, Teledyne expects to continue to invest in our technology and business.”

The completion of the transaction is subject to, among other things, the approval of Dalsa shareholders, regulatory approvals and other customary closing conditions. If all necessary approvals are obtained and the conditions contained in the definitive agreement are satisfied, Dalsa and Teledyne expect that the deal will close in February 2011.

Dalsa Corp.
www.dalsa.com

Teledyne Technologies Inc.
www.teledyne.com

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