Date:22nd Nov 2011
CTS to acquire Valpey-Fisher
CTS Corporation and Valpey-Fisher Corporation has announced
that they have entered into a definitive merger agreement
providing for the cash acquisition of Valpey-Fisher by CTS.
Upon closing of the transaction, Valpey-Fisher will operate,
as an indirect wholly-owned subsidiary of CTS.
Pursuant to the terms of the definitive agreement, CTS
will acquire 100% of the issued and outstanding equity of
Valpey-Fisher for $4.15 per share for a total purchase price
of approximately $18 million. Valpey-Fisher has $3 million
of cash and is essentially debt free. Valpey-Fisher's Board
of Directors has unanimously approved the merger and recommends
that Valpey-Fisher's stockholders vote in favor of the transaction.
The transaction is subject to customary closing conditions
and approval of Valpey-Fisher's stockholders.
Valpey-Fisher designs and manufactures of precision crystal
oscillators including higher frequency, lower phase noise
timing solutions, high performance RF/Microwave components,
integrated modules and ultrasonic transducers. End markets
served include telecommunications, computer, defense and
aerospace, instrumentation and industrial markets. Sales
in the last four reported quarters total approximately $15
Vinod M. Khilnani, CTS Chairman and Chief Executive Officer,
stated, "Valpey-Fisher is an excellent fit with CTS'
Electronic Components business unit, bringing expanded products
and capabilities to better serve CTS' customers. The two
companies offer world-class highly engineered frequency
products to growing markets. In addition, Valpey-Fisher
brings strong engineering capabilities and management leadership
to support our strategy of double-digit top line growth
over the next several years in our Components and Sensors
Michael J. Ferrantino Jr., President and Chief Executive
Officer of Valpey-Fisher Corporation, added, "This
represents a great value for the stockholders of Valpey-Fisher
while providing excellent long-term growth opportunities
for our employees."