Newport Corp. to acquire Ophir Optronics Ltd. for $230M

Irvine, Calif. - Newport Corp. today reported that it has signed a definitive agreement to acquire Ophir Optronics Ltd. (Ophir), a global leader in precision infrared optics, photonics instrumentation and three-dimensional (3D) non-contact measurement equipment. Newport will pay a consideration of $8.43 per share or a total of ~$230 million in cash.

Irvine, Calif. - Newport Corp. today reported that it has signed a definitive agreement to acquire Ophir Optronics Ltd. (Ophir), a global leader in precision infrared optics, photonics instrumentation and three-dimensional (3D) non-contact measurement equipment. Newport will pay a consideration of $8.43 per share or a total of ~$230 million in cash.

The acquisition will be completed through a merger of Ophir with a newly formed subsidiary of Newport, with Ophir becoming a wholly owned subsidiary of Newport following the closing.

"We are very excited to have Ophir join the Newport team," said Robert J. Phillippy, Newport's president and CEO. "This transaction will bring together two industry leaders in photonics technology and will create some very exciting growth opportunities for the combined company. The acquisition will greatly strengthen Newport's position as a global leader in photonics instrumentation and provide a platform for us to enter high growth applications in thermal imaging and 3D non-contact measurement.

"Ophir has a history of impressive revenue growth. Their differentiated technologies, well-respected brands and strong customer relationships are an excellent fit with Newport's strategic agenda. We expect the addition of Ophir to further strengthen our financial model and enable us to achieve even higher levels of profitability and cash generation," said Phillippy.

Ophir www.ophiropt.com is headquartered in Jerusalem, Israel, with manufacturing operations in Israel and the US and sales offices in the US, Japan, and Europe. Its shares are publicly traded on the Tel Aviv Stock Exchange under the trading symbol "OPIR".

For the 12-month period ended March 31, 2011, Ophir had revenue of $111.8 million and operating income of $12.5 million. For its 1Q ended March 31, 2011, Ophir reported revenue of $30.2 million and operating income of $3.9 million. Over the five year period from 2006 to 2010, Ophir's compound annual growth rate in revenue was ~19%. For fiscal year 2010, ~48% of its sales were to customers in the US, 34% to customers in Israel and Europe, and 18% to customers in Asia. The company has ~650 employees worldwide.

"We see this merger as an exceptional opportunity to realize value for our shareholders and create opportunities for our customers and employees," said Dr. Yaacov Zerem, chairman and CEO of Ophir Optronics. "Newport's products and technologies are very well regarded in the global photonics industry and their worldwide distribution network will allow us to expand our business beyond what we could have achieved as a standalone company. I look forward to joining the Newport team."

The transaction is expected to close in 4Q11, subject to receiving required regulatory approvals, the approval of Ophir's shareholders, and other customary closing conditions. Newport expects the transaction to be immediately accretive to its earnings following the closing.

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