OMRON Corporation (TSE: 6645, ADR: OMRNY) and Scientific Technologies Incorporated (‘STI’; NASDAQ: STIZ) today announced that they have entered into a definitive agreement under which OMRON will acquire STI for $94 million plus net cash and working-capital adjustments. The transaction, which does not include the purchase of STI’s Automation Products Group (‘APG’), was approved by both companies’ boards of directors.
OMRON’s Industrial Automation Business (‘IAB’), which already leads the Japanese safety devices market, will capture a key position in North America as a result of this acquisition. It will become a major, global player in a 110 billion yen (approx. US$940 million) global safety device market growing 15% per year due to a rising trend for Corporate Social Responsibility (CSR) that stresses not only improved productivity but also workplace safety.
In line with the automation and globalization of production processes, manufacturers have increased their focus on Safety, Quality and the Environment. IAB as a primary supplier to industrial workplaces has responded accordingly. In April of last year, it established a dedicated safety devices division. It enhanced its safety devices lineup of components and networks, and boosted its system solutions capabilities and safety-design consulting services. Now, with the acquisition, it plans on growing its safety business aggressively, from 10 billion yen ($85 million) in fiscal year 2005 to 30 billion yen ($255 million) by fiscal year 2008.
“Together, OMRON IAB and STI will create a global safety equipment supplier of safety, sensing, and control technologies, that satisfies customers’ demands for not just labor productivity but also product quality, employee safety, and environmental friendliness,” said Fumio Tateisi, IAB President, and Executive Vice President of OMRON. “By acquiring STI, we will be able to offer a wider range of cutting-edge safety products and consultancy services to our customers.”
“STI’s comprehensive suite of products will benefit from OMRON’s established international distribution channels, overseas sourcing relationships, and efficient manufacturing capabilities. Our leadership position in the safety market and extensive regional sales and distribution channels in North America will bolster Omron’s reach within this important market. In addition, the acquisition will preserve and enhance STI’s history of product innovation and customer service,” said Joseph J. Lazzara, President and CEO of STI.
The transaction remains subject to certain closing conditions including approvals by regulatory bodies and shareholders of both companies.
1. Overview of Scientific Technologies Incorporated
Trading name: Scientific Technologies Incorporated
Representative: Joseph J. Lazzara (President and CEO)
Location: 6550 Dumbarton Circle, Fremont, CA 94555, USA
Date of establishment: July 9, 1979
Main Business Lines: Manufacturing, development and sales of safety devices
Term of fiscal year: December
Number of Employees: 321 (as of fiscal year ending December 2005)
Capital: US$10,000 (as of fiscal year ending December 2005)
Sales: US$61 million (as of fiscal year ending December 2005)
Issued stock: 9,789,469 (as of March 30, 2006)
Major shareholders and holdings: Scientific Technology Incorporated: with 86% Public shareholders: with 14%
2. Shares to be acquired by
Trading name: OMRON MANAGEMENT CENTER OF AMERICA,INC
Representative: Tatsunosuke Goto (CEO)
Location: 1 Commerce Drive, Schaumburg, IL 60173-5302, USA
Business lines: North American Head Office
Capital: US$8 million
Shareholders: 100% owned by OMRON Corporation
3. Shares to be acquired from
Shares will be acquired from individual shareholders of Scientific Technology Inc., which is a holding company of STI and the public shareholders of STI.
Stock transfer is scheduled to be proceeded at the end of June 2006.
There will be minimal effect to OMRON’s financial results for the fiscal year ending March 2007.
* Currency rate of 117 Japanese Yen per US$1 is used for all figures.
This press release contains forward-looking statements that involve risks and uncertainties concerning OMRON’s proposed acquisition of Scientific Technologies and the benefits of the pending acquisition. Actual events or results may differ materially from those described in this press release due to a number of risks and uncertainties. Potential risks and uncertainties regarding the acquisition include, among others, the requirement that Scientific Technologies’ stockholders must approve the transaction, the required receipt of necessary regulatory approvals, including from the Securities and Exchange Commission (“SEC”) and under applicable antitrust laws, other conditions to the closing of the merger, the possibility that the transaction will not close or that the closing may be delayed, and the effect of the announcement of the merger on Scientific Technologies’ operating results and customer, supplier, employee and other relationships. More information about potential factors that could affect Scientific Technologies’ business and financial results is included in Scientific Technologies’ Annual Report on Form 10-K for the fiscal year ended December 31, 2005 which is on file with the SEC and available at the SEC’s website at www.sec.gov. The forward-looking statements are made as of the release date hereof and OMRON and Scientific Technologies disclaim any intention or obligation to update or revise any forward-looking statements or to update the reasons why the actual results could differ materially from those projected in the forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information About the Merger and Where to Find It
Scientific Technologies will file a proxy statement and other documents regarding the proposed merger described in this press release with the SEC. SCIENTIFIC TECHNOLOGIES’ STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. A definitive proxy statement will be sent to stockholders of Scientific Technologies seeking their approval of the transaction. Investors and security holders may obtain a copy of the proxy statement (when it is available) and any other relevant documents filed by Scientific Technologies with the SEC for free at the SEC’s web site at www.sec.gov. Copies of the proxy statement and other documents filed by Scientific Technologies with the SEC may also be obtained free of cost by directing a request to: Investor Relations Department, Scientific Technologies, 6550 Dumbarton Circle, Fremont, California 94555 USA. You may also read and copy any reports, statements and other information filed by Scientific Technologies at the SEC public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549, USA or at the SEC’s other public reference rooms in New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on public reference rooms.
Scientific Technologies and OMRON and their respective directors, executive officers and certain of their employees may be deemed to be participants in the solicitation of proxies of Scientific Technologies’ stockholders in connection with the proposed merger. Certain directors and executive officers of Scientific Technologies may have interests in the merger, including employment agreements, severance arrangements, acceleration of vesting of stock options and as a result of holding options or shares of Scientific Technologies common stock generally, and their interests will be described in the proxy statement that will be filed by Scientific Technologies with the SEC.
Headquartered in Kyoto, Japan, OMRON Corporation is a global leader in the field of automation. Established in 1933 and headed by President and CEO Hisao Sakuta, OMRON has more than 26,000 employees in over 35 countries working to provide products and services to customers in a variety of fields including industrial automation, electronic components, social systems (ticket gate machines, ticket vending machines, and traffic control), and healthcare. The company is divided into five regions and head offices are in Japan (Kyoto), Asia Pacific (Singapore), China (Shanghai), Europe (Amsterdam) and US (Chicago).