09.02.2007 13:35:00
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Mikron Infrared to Be Acquired by LumaSense Technologies for $11.50 Cash Per Share
Mikron Infrared, Inc. (NASDAQ:MIKR) announced today that it has signed a
definitive agreement with LumaSense Technologies, Inc. (LumaSense) to
merge Red Acquisition Corporation, a wholly owned subsidiary of
LumaSense, with and into the Company. Under the terms of the merger
agreement, the holders of Mikron common stock will receive $11.50 per
share in cash for their shares, which represents a 17.6% premium above
the February 8, 2007 closing price. The transaction is valued at
approximately $65 million.
Commenting on the announcement, Gerald D. Posner, Chief Executive
Officer of Mikron, stated, "I am extremely
pleased that Mikron is becoming part of LumaSense, which is building a
world class sensor company, from both a shareholder and employee
perspective. The all cash offer at a 17.6% premium to market represents
a full value for the Company based on revenue and profit performance. As
for our employees, Mikron will gain significant strategic advantages by
having access to the technology and distribution channels of the other
LumaSense portfolio companies. LumaSense’s
mission of providing the best sensor technologies to industry is
consistent with Mikron’s goal of excellence in
non-contact temperature measurement and thermal imaging.” "Mikron is an exceptional company with very
talented people and unique solutions that will significantly strengthen
our position in sensor instrumentation for the industrial, medical and
energy markets,” said Vivek Joshi, CEO of
LumaSense Technologies. "Mikron provides
significant opportunities for synergies in research & development,
manufacturing, and marketing & sales. We are excited about what this
means for our current and future customers as we continue to complement
and enhance our offerings through strategic acquisitions and organic
growth.”
Houlihan Lokey Howard & Zukin acted as financial advisor to Mikron.
Arent Fox LLP acted as legal advisor to the Company. Jones Day acted as
legal advisor to LumaSense.
Additional Information and Where to Find It
In connection with the proposed merger, Mikron will prepare a proxy
statement for the shareholders of the Company to be filed with the SEC.
Before making any voting decision, the Company’s
shareholders are urged to read the proxy statement regarding the merger
carefully in its entirety when it becomes available because it will
contain important information about the proposed transaction. The Company’s
shareholders and other interested parties will be able to obtain,
without charge, a copy of the proxy statement (when available) and other
relevant documents filed with the SEC from the SEC’s
website at http://www.sec.gov.
The Company’s shareholders and other
interested parties will also be able to obtain, without charge, a copy
of the proxy statement and other relevant documents (when available) by
directing a request by mail or telephone to Mikron Infrared, Inc., 16
Thornton Road, Oakland, New Jersey 07436, Attention: Investor Relations;
and (201) 405-0900.
Participants in the Solicitation
The Company and its directors and officers may be deemed to be
participants in the solicitation of proxies from the Company’s
shareholders with respect to the merger. Information about the interests
of the Company’s directors and officers in
the transaction, which may differ from other shareholders generally,
will be set forth in the proxy statement and other relevant documents
regarding the merger when they are filed with the SEC.
About LumaSense LumaSense Technologies is a fast-growing sensing instrumentation
company focused on providing differentiated solutions to customers in
the energy, medical, industrial and semiconductor markets. Backed by Oak
Investment Partners, Palo Alto, California, LumaSense aims to attain
market leadership by identifying and acquiring companies with superior
sensing products, and investing in their organic growth. Its first
acquisition was Luxtron Corporation (www.luxtron.com),
Santa Clara, California, a leader in fiber-optic temperature measurement
solutions. LumaSense is headquartered in Santa Clara, California, with
sales and design offices in the United Kingdom, Denmark and India. For
further contact information, please call (408) 727-1600 or visit our web
site at www.lumasensetech.com. More information about Innova Airtech Systems and its products can be
found at www.innova.dk. About Mikron
Mikron Infrared, Inc., founded in 1969, is a leading, global provider of
advanced non-contact temperature measurement products based on infrared
technology. It offers a line of infrared temperature measurement
instruments, thermal imaging systems, radiometers, spectrometers, and
blackbody sources for the calibration of infrared thermometers. These
products are used in industries such as steel, glass, semiconductor,
chemical, power generation and medical for condition monitoring and
preventative and predictable maintenance purposes. Mikron is
headquartered in Oakland, New Jersey with manufacturing and sales
facilities in the United States and Western Europe.
Forward-Looking Statements This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements include statements regarding expectations as
to the completion of the merger and the other transactions contemplated
by the merger agreement. The forward-looking statements contained
herein involve risks and uncertainties that could cause actual results
to differ materially from those referred to in the forward-looking
statements. Such risks include, but are not limited to, the
ability of the parties to the merger agreement to satisfy the conditions
to closing specified in the merger agreement. More information
about the Company and other risks related to the Company are detailed in
the Company’s most recent annual report on
Form 10-K for the fiscal year ended October 31, 2006, and its quarterly
reports on Form 10-Q and current reports on Form 8-K as filed with the
SEC. The Company does not undertake an obligation to update
forward-looking statements.
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