ITT Corporation (NYSE:ITT) and O.I. Corporation (NASDAQ:OICO)
today announced that they have entered into a definitive agreement
for ITT to acquire all outstanding shares of O.I. Corporation,
“OI”, for approximately $29 million.
OI’s Board of Directors has unanimously approved the
transaction, which is subject to approval from OI’s shareholders
and other closing conditions, and is expected to close in late
2010.
Enhancing ITT Analytics
OI is a leading provider of innovative instrumentation for
laboratory and environmental testing in the pharmaceutical,
petrochemical, power and industrial markets. The company’s
portfolio will enhance ITT’s Analytics business, which was formed
earlier this year with ITT’s acquisition of Nova Analytics.
“We see very compelling growth characteristics in the analytical
instrumentation market, and the addition of OI is right in line
with our strategy to acquire attractive companies whose businesses
are a nice complement to our existing portfolio,” said Gretchen
McClain, ITT senior vice president and president of its Fluid and
Motion Control group.
“The potential to add a company with the expertise and reach of
OI not only strengthens our portfolio, but also gives us a great
opportunity to leverage our European brands and channels to bring
OI’s technologies to those markets,” said Chris McIntire, president
of ITT Analytics.
OI was founded in 1963, and specializes in innovative total
organic carbon (TOC) analyzers and gas-chromatography related
instrumentation, as well as consumables and services. OI reported
2009 revenues of $20 million and projects full-year 2010 revenue of
$25 million. It is headquartered in College Station, Texas, and
employs 125 people. Its products are sold worldwide by direct
sales, independent representatives, and distributors.
Positioning OI for Growth
J. Bruce Lancaster, OI chief executive officer and chief
financial officer said, “We believe this transaction represents an
outstanding opportunity for our shareholders, customers, and
employees. As part of the ITT family, we will have access to
substantially greater resources to develop, market, and distribute
our innovative products.”
OI president and chief operating officer Don Segers added, “We
believe joining ITT will lead to faster growth than we can achieve
independently. We look forward to continuing the OI tradition of
providing innovative products and services for chemical analysis as
a member of the ITT Analytics team.”
Terms of Agreement
Under the terms of the agreement, O.I. Corporation will become a
subsidiary of ITT, doing business as OI Analytical. ITT will
purchase all outstanding shares of OI for $12 per OI share, which
represents a 43 percent premium to the OI closing stock price on
September 13, 2010, the last trading day prior to the announcement
of the merger agreement. Additionally, OI is permitted to pay its
shareholders a one-time special dividend of up to $0.50 per share
immediately prior to the closing of the acquisition, subject to
meeting certain financial conditions specified in the agreement. OI
management believes that, based on the current cash position and
projected cash flows, there will be sufficient cash on hand to pay
the special dividend at the rate of $0.50 per share. Further, OI’s
regular fourth-quarter dividend of $0.05 is permitted to be paid,
assuming its declaration date occurs prior to the closing of the
merger. There is no assurance that any such dividend will be
declared or be paid.
About ITT Analytics
ITT Analytics is a leading manufacturer of premium laboratory,
field, portable, and on-line analytical instruments used in water
and wastewater, environmental, medical, and food and beverage
applications. The operation’s meters, sensors, analyzers and
related consumables are used every day by thousands of end-users
worldwide to analyze and control quality in countless industrial
applications where precise measurement is required. ITT Analytics’
products are sold under the globally recognized brands WTW, SI
Analytics, Royce Technologies, Aanderaa Data Instruments,
Global Water Instrumentation, ebro and Bellingham & Stanley.
www.ittanalytics.com
About ITT Corporation
ITT Corporation is a high-technology engineering and
manufacturing company operating on all seven continents in three
vital markets: water and fluids management, global defense and
security, and motion and flow control. With a heritage of
innovation, ITT partners with its customers to deliver
extraordinary solutions that create more livable environments,
provide protection and safety and connect our world. Headquartered
in White Plains, N.Y., the company reported 2009 revenue of $10.9
billion. www.itt.com
About O.I. Corporation
O.I. Corporation, dba OI Analytical, develops, manufactures,
sells, and services analytical instrumentation that detects,
measures, analyzes, and monitors chemicals in liquids, solids, and
gases. Providing products used to digest, extract, and separate
components of chemical mixtures, the company designs
application-specific solutions for various industries including
environmental testing, defense, and petrochemical. Headquartered in
College Station, Texas, the company's products are sold worldwide.
www.oico.com
Safe Harbor Statement
Certain material presented herein includes forward-looking
statements intended to qualify for the safe harbor from liability
established by the Private Securities Litigation Reform Act of 1995
(the “Act"). Forward-looking statements are uncertain and to some
extent unpredictable, and involve known and unknown risks,
uncertainties and other important factors that could cause actual
results to differ materially from those expressed in, or implied
from, such forward-looking statements. Factors that could cause
results to differ materially from those anticipated include: the
possibility that the proposed transaction does not close,
including, but not limited to, due to the failure to satisfy the
closing conditions; the failure of stockholders of O.I. Corporation
to approve the proposed merger; the possibility that the expected
efficiencies and cost savings from the proposed transaction will
not be realized, or will not be realized within the expected time
period; the risk that the ITT and OI businesses will not be
integrated successfully; disruption from the proposed transaction
making it more difficult to maintain business and operational
relationships; and the possibility that OI does not perform as
expected following the completion of the acquisition. Further
information concerning ITT, OI, and their businesses, including
factors that potentially could materially affect ITT's and OI 's
financial results, is contained in ITT's and OI's filings with the
Securities and Exchange Commission (the "SEC"). See ITT's and O.I.
Corporation’s Annual Reports on Form 10-K and Annual Reports to
Stockholders for the fiscal years ended December 31, 2009, and
other public filings with the SEC for a further discussion of these
and other risks and uncertainties applicable to our businesses.
Neither ITT nor OI undertakes, and each of them expressly
disclaims, any duty to update any forward-looking statement whether
as a result of new information, future events or changes in their
respective expectations, except as required by law.
Additional Information
This communication does not constitute an offer to sell or the
solicitation of an offer to buy our securities or the solicitation
of any vote or approval. This communication is being made in
respect of the proposed transaction involving ITT and O.I.
Corporation. In connection with the proposed transaction, OI will
be filing documents with the SEC, including a preliminary and
definitive proxy statement. OI intends to mail the definitive proxy
statement regarding the proposed merger to its stockholders. Before
making any voting or investment decision, investors and
stockholders are urged to read carefully in their entirety the
proxy statement regarding the proposed transaction and any other
relevant documents filed by O.I. Corporation with the SEC when they
become available because they will contain important information
about the proposed transaction. You may obtain copies of all
documents filed with the SEC regarding this transaction, free of
charge, at the SEC's website www.sec.gov, by accessing OI’s website
at www.OICO.com under the heading "About OI" and then under the
link "Investor Relations" and from O.I. Corporation by directing a
request to O.I. Corporation, 151 Graham Road, P.O. Box 9010,
College Station, Texas 77842-9010, Attention: Laura Hotard.
ITT and O.I. Corporation and their respective directors and
executive officers and certain other members of management and
employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. You can find
information about ITT's directors and executive officers in its
definitive proxy statement filed with the SEC on March 29, 2010.
You can find information about O.I. Corporation's directors and
executive officers in its definitive proxy statement filed with the
SEC on April 10, 2010. Other information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the proxy statement and other relevant materials to be
filed with the SEC when they become available. You can obtain free
copies of these documents from O.I. Corporation using the contact
information above.
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