Gerber Scientific Inc. has entered into a definitive agreement under which it will make an offer, through a wholly owned Canadian subsidiary, to acquire all of the outstanding shares of Virtek Vision International Inc., a provider of high-value industrial laser solutions.
Based in Waterloo, Ontario, Canada, and in Ludenscheid, Germany, Virtek reported revenue of C$52.1 million for the twelve months ended April 30, 2008, with gross margins at 49.4 %.
Virtek's industrial laser solutions serve the needs of the global manufacturing sector by providing templating, inspection, marking and engraving products. The company serves customers in the aerospace, prefabricated construction, transportation, metalworking, tool and die and mold making industries worldwide. The majority of Virtek's sales are in North America and Europe.
The Board of Directors of Virtek has unanimously agreed to support the Gerber offer and to recommend to Virtek's shareholders that they accept it. The acquisition will be funded through Gerber's existing $125 million line of credit.
"This is an exciting milestone for our company, and we look forward to scaling our growth," said Stephen J. Sorocky, president and CEO of Virtek. "Our combined teams will create exciting growth opportunities for Virtek, our customers and our employees. We look forward to working with the Gerber team to ensure a rapid and seamless transition."
The acquisition would immediately add ~$50 million to Gerber's annual revenue while providing a platform for worldwide growth in Gerber's industrial and other composite materials applications.
"The addition of Virtek will advance Gerber's leadership in innovation and process automation," said Marc T. Giles, president and CEO of Gerber Scientific Inc.
Under the terms of the Agreement, Gerber will offer C$1.05 per common share or C$35.1 million in cash. The offer represents an approximate 18% premium to the closing price of Virtek's shares on the Toronto Stock Exchange on August 29, 2008, the last full trading day prior to Virtek's announcement that it had received the offer.