DALSA Corporation to acquire Coreco Inc.
FEBRUARY 17--DALSA Corporation (Waterloo, ON, Canada;www.dalsa.com) and Coreco Inc. (Montreal, QC, Canada; www.coreco.com) have announced that they have entered into an arrangement agreement, pursuant to which DALSA will acquire all of the issued and outstanding shares of Coreco, subject to certain conditions, including regulatory approvals. The transaction will be completed by way of plan of arrangement. The arrangement has the unanimous support of the board of directors of each of DALSA and Coreco. The transaction, which combines Coreco's vision processors, software, and smart-camera technology with DALSA's high-performance image sensor chips and digital cameras, will create a company that is well positioned to lead the convergence of technologies in the high-performance digital imaging and machine-vision marketplace.
Pursuant to the arrangement, shareholders of Coreco will receive for each common share of Coreco, at their election (and subject to proration) either:
(a) 0.5207 of a DALSA common share;
(b) $10.00 in cash; or
(c) a combination of cash and DALSA common shares,
subject to a maximum of $35 million in cash available for election. The total consideration paid by DALSA for Coreco is approximately $72 million. The purchase price of $10.00 per Coreco share represents a 57.5% premium to the 90-day average trading price of the common shares of Coreco.
An information circular detailing the arrangement is anticipated to be mailed to shareholders of Coreco in late March, with a shareholder meeting to be held in late April. The arrangement will require the approval of 66 2/3% of the votes cast by Coreco shareholders at the Coreco shareholder meeting, as well as the approval of the Superior Court of Quebec and other regulatory agencies. Keith Reuben, president and CEO of Coreco; Robert Mee, chairman of the board of Coreco; and Daniel Crevier, founder of Coreco, who together hold approximately 11% of the outstanding Coreco common shares, have executed agreements pursuant to which they have agreed to vote their shares in favor of the arrangement.
The board of directors of Coreco formed a special committee consisting of three independent directors, Robert Mee, Daniel Crevier, and Jacques Lefebvre, to make a recommendation to the board on the transaction. The special committee retained RBC Capital Markets to act as its financial advisor. RBC Capital Markets has provided an opinion to the special committee that the consideration offered pursuant to the arrangement is fair, from a financial point of view, to the Coreco shareholders. The special committee unanimously recommended that Coreco's board of directors approve the arrangement and recommend to shareholders that they vote in favour of the arrangement. The board of directors of Coreco has unanimously determined that the arrangement is in the best of interests of Coreco and its shareholders and unanimously recommends that shareholders accept and vote in favor of the proposed arrangement.
The transaction is expected to close in late April and be accretive to earnings to DALSA in 2005. CIBC World Markets Inc. acted as financial advisor to DALSA for the transaction.
DALSA is an international high performance semiconductor and electronics company that designs, develops, manufactures, and markets digital imaging products and solutions, in addition to providing semiconductor products and services. DALSA's core competencies are in specialized integrated circuit and electronics technology, and highly engineered semiconductor wafer processing. DALSA is a public company listed on the Toronto Stock Exchange under the symbol "DSA".
Coreco Inc. is a leader in the design, development, manufacturing, and marketing of hardware and software that help enhance the productivity, quality and cost-competitiveness of manufacturing processes. The company serves two target markets: original equipment manufacturers and end users.