CyberOptics Announces Agreement to be Acquired by Nordson Corporation
08 August 2022 - 9:30PM
Business Wire
CyberOptics Agrees to be Acquired for $54.00
Per Share in Cash
CyberOptics Corporation (NASDAQ: CYBE) today announced
that its Board of Directors has unanimously approved a definitive
agreement pursuant to which Nordson Corporation (NASDAQ: NDSN) will
acquire CyberOptics for $54.00 per share in cash for each
outstanding share of common stock held. This purchase price
represents a 47 percent premium to CyberOptics average closing
stock price over the last 30 days and a 11 percent premium to
CyberOptics 52-week high closing price.
“This is a compelling transaction that delivers substantial and
immediate cash value to our shareholders and expands options for
our customers going forward,” said Dr. Subodh Kulkarni, President
and Chief Executive Officer. “We believe the combination has strong
strategic logic and creates the right partnership to meet the
evolving needs of our customers and growth opportunities for our
employees.”
The boards of directors of both companies have approved the
transaction, which is subject to approval by the holders of
CyberOptics Corporation common stock, the expiration or termination
of applicable waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and other customary closing
conditions. The transaction is expected to close before the end of
2022.
Barclays acted as exclusive financial advisor and Stinson LLP
acted as legal advisor to CyberOptics Corporation.
About CyberOptics
CyberOptics Corporation (www.cyberoptics.com) is a leading
global developer and manufacturer of high-precision 3D sensing
technology solutions. CyberOptics’ sensors are used for inspection
and metrology in the SMT and semiconductor markets to significantly
improve yields and productivity. By leveraging its leading-edge
technologies, the Company has strategically established itself as a
global leader in high precision 3D sensors, allowing CyberOptics to
further increase its penetration of key vertical markets.
Headquartered in Minneapolis, Minnesota, CyberOptics conducts
worldwide operations through its facilities in North America, Asia
and Europe.
Important Information About the
Transaction and Where to Find It
In connection with the proposed transaction, the Company plans
to file a proxy statement (the “Proxy Statement”) with the
Securities and Exchange Commission (“SEC”), in connection with the
solicitation of proxies for a meeting of CyberOptics Corporation
shareholders to be called at a future date (the “meeting”).
Promptly after filing its Proxy Statement in definitive form with
the SEC, the Company will mail the Proxy Statement to each
shareholder entitled to vote at the meeting. Shareholders are
urged to read the Proxy Statement (including any amendments or
supplements thereto) and any other relevant documents that the
Company will file with the SEC when they become available because
they will contain important information about the proposed
transaction and related matters. Shareholders may obtain, free
of charge, copies of the Proxy Statement and any other documents
filed by the Company with the SEC in connection with the
transaction at the SEC’s website (http://www.sec.gov) or by
contacting the investor relations department of the Company at:
cfuranna@cyberoptics.com +1.763.542.5000 5900
Golden Hills Drive Golden Valley, MN, 55416
Participants in the
Solicitation
The Company, its directors and certain executive officers are or
may be deemed to be participants in the solicitation of proxies
from the Company’s shareholders in connection with the proposed
transaction. Information regarding such participants, including
their direct or indirect interests, by security holdings or
otherwise, can be found in the Company’s definitive proxy statement
for the annual meeting held in May 2022, in any subsequent
Statements of Change in Ownership on Form 4 filed by such
individuals with the SEC, and will be included in the Proxy
Statement and other relevant documents to be filed with the SEC in
connection with the proposed transaction when the Proxy Statement
becomes available.
FORWARD LOOKING STATEMENTS:
This communication contains “forward-looking statements” within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor from civil
litigation for forward-looking statements. Forward-looking
statements by their nature address matters that are, to different
degrees, uncertain, such as statements about the potential timing
or consummation of the proposed transaction or the anticipated
benefits thereof, including, without limitation, future financial
and operating results. Forward-looking statements may be identified
by words such as “estimates,” “anticipates,” “projects,” “plans,”
“expects,” “intends,” “believes,” “seeks,” “could,” “should,” “may”
and “will” or the negative versions thereof and similar expressions
and by the context in which they are used. Such statements are
based upon our current expectations and speak only as of the date
made. These statements are subject to various risks, uncertainties
and other factors that could cause actual results to differ from
those set forth in or implied by this press release. Factors that
may cause such a difference include, but are not limited to, risks
and uncertainties related to(i) the ability to obtain shareholder
and regulatory approvals for the transaction with Nordson, or the
possibility that such approvals may delay the transaction or that
such regulatory approval may result in the imposition of conditions
that cause the parties to abandon the transaction; (ii) the risk
that a condition to closing of the merger may not be satisfied
(iii) potential litigation relating to the proposed transaction
that could be instituted against us or our directors; (iv) possible
disruptions from the proposed transaction that could harm our
business; (v) our ability to retain, attract and hire key
personnel; (vi) potential adverse reactions or changes to
relationships with customers, employees, suppliers resulting from
the announcement or completion of the merger; (vii) potential
business uncertainty, including changes to existing business
relationships during the pendency of the merger that could affect
our financial performance; and (viii) certain restrictions during
the pendency of the merger that may impact our ability to pursue
certain business opportunities or strategic transactions. Although
we have made these statements based on our experience and
expectations regarding future events, there may be events or
factors that we have not anticipated. Therefore, the accuracy of
our forward-looking statements and estimates are subject to a
number of risks, including those risks identified in our Annual
Report on Form 10-K for the year ending December 31, 2021.
These risks, as well as other risks associated with the proposed
transaction, will be more fully discussed in the Proxy Statement
that will be filed with the SEC in connection with the proposed
transaction. While the list of factors presented here is, and the
list of factors to be presented in the Proxy Statement are,
considered representative, no such list should be considered to be
a complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to
the realization of forward-looking statements. Consequences of
material differences in results as compared with those anticipated
in the forward-looking statements could include, among other
things, business disruption, operational problems, financial loss,
legal liability to third parties and similar risks, any of which
could have a material adverse effect on the Company’s or Nordson’s
consolidated financial condition, results of operations, credit
rating or liquidity. Neither the Company nor Nordson undertake any
obligation to update any forward-looking statements to reflect
events or circumstances arising after the date on which they are
made, except as required by law.
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Jeffrey A. Bertelsen, Chief Financial Officer 763-542-5000
Carla Furanna, Vice President of Global Marketing
952-820-5837
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