Isco and Teledyne Combine to Create Significant Instrumentation Growth Platform
08 April 2004 - 11:00PM
PR Newswire (US)
Isco and Teledyne Combine to Create Significant Instrumentation
Growth Platform LOS ANGELES, and LINCOLN, Neb., April 8
/PRNewswire-FirstCall/ -- Teledyne Technologies Incorporated and
Isco, Inc. jointly announced today that they have signed a
definitive agreement which provides for the merger of Isco, Inc.
with a wholly-owned subsidiary of Teledyne Technologies
Incorporated. Upon the consummation of the merger, which is subject
to the approval of Isco's shareholders as wellas other customary
closing conditions, Teledyne will acquire all of the outstanding
shares of Isco for $16.00 per share in cash. The purchase price of
$16.00 per common share represents a 32.2 percent premium over the
closing price on April 7, 2004. The aggregate consideration for the
outstanding Isco shares will be approximately $96 million
(including payments for the settlement of outstanding stock
options) or approximately $80 million taking into account Isco's
net cash at January 23, 2004. Teledyne expects the acquisition of
Isco to be accretive to earnings. Teledyne also entered into a
voting support agreement with Dr. Robert W. Allington, Isco's
chairman and chief executive officer, who beneficially owns
approximately 46 percent of Isco'soutstanding shares. Dr. Allington
has agreed to vote in favor of the merger at a special meeting of
Isco's shareholders. "Over the past 45 years, Dr. Allington, a
pioneer in the instrumentation field, has built Isco into an
outstanding company with innovative products and a reputation for
high quality and customer service. The combination of Isco and
Teledyne's instrumentation businesses should provide an excellent
platform for future growth," said Robert Mehrabian, chairman,
president and chief executive officer of Teledyne Technologies.
"Isco's water quality monitoring instruments, including samplers,
flow meters and on-line process analyzers are highly complementary
to our existing environmental instrumentation product lines.
Furthermore, Isco's liquid chromatography systems and media provide
an exciting entry for Teledyne into the high growth drug discovery
and biotechnology markets." Robert W. Allington, chairman of the
board and chief executive officer of Isco, Inc. said, "We are
pleased that Isco will have a strong new owner that has
demonstrated its desire to grow its instrumentation businesses. The
long-term opportunities arising through our complementary
operations should provide excellent growth for Isco's business,
employees and our community." Upon consummation of the transaction,
Teledyne will enter into an employment agreement with Dr.
Allington, and Dr. Allington will become senior vice president and
chief scientific officer for research and new product development
of Teledyne Isco, Inc. The Nassau Group, Inc. of Westport, Conn.
served as financial advisor to Isco. Duff & Phelps, LLC of
Chicago, Ill. provided a fairness opinion to Isco's board of
directors. Cline, Williams, Wright, Johnson & Oldfather, L.L.P.
of Omaha, Neb. served as legal counsel to Isco. Teledyne was
advised by Munger, Tolles & Olson LLP of Los Angeles, Calif.
and by McGrath North Mullin & Kratz, PC LLO of Omaha, Neb. Over
the last two and a half years, Teledyne has acquired four
environmental instrumentation companies. The acquisition of
Advanced Pollution Instrumentation, Inc. and Monitor Labs, Inc.
expanded Teledyne's industrial gas analysis business into the
environmental air quality and gas analysis markets. The
acquisitions of Tekmar-Dohrmann and Leeman Labs added laboratory
instruments for the detection and analysis of organic and inorganic
compounds in drinking water and wastewater. Teledyne Technologies
is a leading provider of sophisticated electronic components,
instrumentsand communication products, systems engineering
solutions, aerospace engines and components and on-site gas and
power generation systems. Teledyne Technologies has operations in
the United States, the United Kingdom, Mexico and Canada. For more
information, visit Teledyne Technologies' website at
http://www.teledyne.com/. Isco is a leading producer of water
quality monitoring products such as wastewater samplers and open
channel flow meters. The company's liquid chromatography customers
include pharmaceutical laboratories involved in drug discovery and
development. Isco also manufactures chemical separation instruments
for industrial and research use. On-line process control
instruments for the wastewater market are produced by STIP-Isco for
worldwide distribution. For more information, visit Isco's website
at http://www.isco.com/. Forward-Looking Statements Cautionary
Notice This press release contains forward-looking statements, as
defined in the Private Securities Litigation Reform Actof 1995,
with respect to management's beliefs about the financial condition,
results of operations and businesses of Isco and Teledyne in the
future. These statements involve risks and uncertainties. Actual
results could differ materially from these forward-looking
statements. Many factors, including Teledyne's ability to integrate
the acquisition and achieve anticipated synergies, the ability of
Isco's management to develop and commercialize its existing and
contemplated products in its instruments, process monitoring, and
SWIFT chromatography product groups, failure of the requisite
number of Isco's shareholders to approve the merger, and unexpected
merger-related costs and expenses, could change anticipated
results. Certain of these, as wellas other factors which could
affect Isco's business, are discussed in Isco's Annual Report on
Form 10-K for the fiscal year ended July 25, 2003 on file with the
Securities and Exchange Commission ("SEC"). Neither Teledyne nor
Isco undertake any obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. Additional Information About the Merger
This press release is for informational purposes only. It does not
constitute an offer to purchase shares of Isco, Inc. or a
solicitation or recommendation statement under the rules and
regulations of the SEC. Isco will publicly file a Form 8-K with the
SEC containing the terms of the definitive merger agreement and the
stockholders agreement, and will mail a proxy statement to
stockholders of Isco in connection with the proposed transaction.
Teledyne will also publicly file a Form 8-K with the SEC. Investors
and security holders of Isco are urged to read the proxy statement
and other relevant materials when they become available because
they will contain important information about Teledyne, Isco and
the proposed transaction. Investors and security holders may obtain
a free copy of these materials (when they are available) and other
documents filed with the Securities and Exchange Commission at the
SEC's web site at http://www.sec.gov/. A free copy of the proxy
statement, when it becomes available, may also be obtained from
Isco, Inc., PO Box 82531, Lincoln, NE 68504, Attn: Investor
Relations. In addition, investors and security holders may access
copies of the documents filed with the SEC by Isco on Isco's web
site at http://www.isco.com/. Isco and its executive officers and
directors may be deemed to be participants in the solicitation of
proxies from its stockholders with respect to the proposed
transaction. Information regarding the interests of these officers
and directors in the proposed transaction will be included in the
proxy statement. DATASOURCE: Teledyne Technologies Incorporated
CONTACT: Investor Contact: Jason VanWees, +1-310-893-1642, or Press
Contact: Robyn Choi, +1-310-893-1640, both of Teledyne Technologies
Incorporated; or Douglas M. Grant, President and Chief Operating
Officer of Isco, Inc., +1-402-464-0231 Web site:
http://www.teledyne.com/ http://www.isco.com/
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