FLIR buys controlling share in Cedip Infrared Systems for EUR 41mln

SSN Staff  - 
Thursday, September 20, 2007

PARIS—FLIR Systems, the Oregon-based thermal imaging specialist, has acquired a controlling stake in Cedip Infrared Systems, a provider of infrared cameras and stabilized gimbaled systems, based in suburban Paris. Under the terms of the deal, controlling shareholders in Cedip have agreed to sell, and FLIR has agreed to buy, shares representing 67.8 percent of the share capital of Cedip, on a fully diluted basis, for a cash consideration of EUR 19 per share, or a total of EUR 41.4mln.
Following this initial purchase arrangement, FLIR will launch a mandatory standing market offer in France pursuant to which it will undertake to buy Cedip’s remaining shares at the same price. If, after the standing market offer, which should take place no later than end January, 2008, FLIR owns at least 95 percent of the share capital and voting rights of Cedip, the price per share to be paid to all shareholders of Cedip will be increased by an additional EUR 0.50 per share. FLIR intends to delist Cedip shares from France’s Alternext market at the end of the standing market offer. If all outstanding shares are purchased by FLIR, the total consideration paid will amount to EUR 62.7mln.
The deal is subject to a number of closing conditions, including authorization by the French minister of finance and economy.
Commenting on the deal in a statement, FLIR chairman and CEO Earl Lewis said, “The Cedip team has an outstanding reputation for designing and manufacturing high performance cameras and will provide FLIR with complementary products and capabilities to help drive growth in key market segments worldwide.”
Established in 1989, Cedip makes cooled mid- and long-wave infrared cameras for the science and security markets as well as high performance gimbals for a variety of airborne commercial and government applications. The firm posted revenues of EUR 18.2mln in fiscal year 2006 and operating income of EUR 3.1mln.