CTS CORPORATION Elkhart, Indiana 46514 (574) 523-3800
November 17, 2011
FOR RELEASE: Immediately
CTS Corporation to Acquire Valpey-Fisher
Elkhart, IN…CTS Corporation (“CTS”) (NYSE: CTS) and Valpey-Fisher Corporation (“Valpey-Fisher”) (Nasdaq:VPF) announced today that they have entered into a definitive merger agreement providing for the cash acquisition of Valpey-Fisher by CTS. Upon closing of the transaction, Valpey-Fisher will operate as an indirect wholly-owned subsidiary of CTS.
Pursuant to the terms of the definitive agreement, CTS will acquire 100% of the issued and outstanding equity of Valpey-Fisher for $4.15 per share for a total purchase price of approximately $18 million. Valpey-Fisher has $3 million of cash and is essentially debt free. Valpey-Fisher’s Board of Directors has unanimously approved the merger and recommends that Valpey-Fisher’s stockholders vote in favor of the transaction. The transaction is subject to customary closing conditions and approval of Valpey-Fisher’s stockholders.
A more complete description of this transaction is included in Valpey-Fisher’s Form 8-K to be filed later today. The transaction is expected to close in January 2012.
Valpey-Fisher is a recognized technology leader in the design and manufacturing of precision crystal oscillators including higher frequency, lower phase noise timing solutions, high performance RF/Microwave components, integrated modules and ultrasonic transducers. End markets served include telecommunications, computer, defense and aerospace, instrumentation and industrial markets. Sales in the last four reported quarters total approximately $15 million.
Vinod M. Khilnani, CTS Chairman and Chief Executive Officer, stated, “Valpey-Fisher is an excellent fit with CTS’ Electronic Components business unit, bringing expanded products and capabilities to better serve CTS’ customers. The two companies offer world-class highly-engineered frequency products to growing markets. In addition, Valpey-Fisher brings strong engineering capabilities and management leadership to support our strategy of double-digit top line growth over the next several years in our Components and Sensors segment.”
Michael J. Ferrantino Jr., President and Chief Executive Officer of Valpey-Fisher Corporation, added, “This represents a great value for the stockholders of Valpey-Fisher while providing excellent long-term growth opportunities for our employees.”
CTS is a leading designer and manufacturer of electronic components and sensors and a provider of electronics manufacturing services (EMS) to OEMs in the automotive, communications, medical, defense and aerospace, industrial and computer markets. CTS manufactures products in North America, Europe and Asia. CTS' stock is traded on the NYSE under the ticker symbol "CTS.”
Valpey-Fisher Corporation is a global leader in the design, development and manufacture of high-accuracy subsystems integrated into digital and optical telecommunications systems in use throughout the world for voice, data and military communications. Companies pick Valpey-Fisher for its long history of technology innovation, its high-quality precision products and its top-to-bottom commitment to customers to provide and support custom solutions that meet their evolving needs. Valpey-Fisher (founded in 1931) has its manufacturing facility located in Hopkinton, Massachusetts. To find out more, visit the Valpey-Fisher Web site at www.valpeyfisher.com.
Safe Harbor Statement
This press release contains statements that are, or may be deemed to be, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, any financial or other guidance, statements that reflect our current expectations concerning future results and events and any other statements that are not based solely on historical fact. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are based on various assumptions as to future events, the occurrence of which necessarily are subject to uncertainties. These forward-looking statements are made subject to risks, uncertainties and other factors, which could cause our actual results, performance or achievements to differ materially from those presented in the forward-looking statements, including, without limitation: changes in the economy generally and in respect to the businesses in which CTS operates; unanticipated issues in integrating acquisitions; rapid technological change; general market conditions in the automotive, communications and computer industries, as well as conditions in the industrial, defense and aerospace and medical markets; reliance on key customers; unanticipated natural or other events such as the Japan earthquake and floods in Thailand; the ability to protect our intellectual property; pricing pressures and demand for our products; and risks associated with our international operations, including trade and tariff barriers, exchange rates and political and geographical risks. For more detailed information on the risks and uncertainties associated with CTS’ business, see the reports CTS files with the SEC available at http://www.ctscorp.com/investor_relations/investor.htm. CTS undertakes no obligation to publicly update its forward-looking statements to reflect new information or events or circumstances that arise after the date hereof, including market or industry changes.
Thomas A. Kroll, Vice President and Chief
Financial Officer, or
|CTS Corporation, 905 West Boulevard North, Elkhart, IN 46514|
|Telephone: (574) 523-3800, Fax: (574) 293-6146|