12/21/2004 - Measurement Specialties, Inc. (AMEX: MSS), a designer and manufacturer of sensors and sensor-based consumer products, announced it has entered into a definitive agreement to acquire the stock of Humirel SA (“Humirel”), a designer/manufacturer of humidity sensors and assemblies based in France, for 19 million Euro, or $25.3 million ($23.4 million at close and $1.9 million in deferred payment). Furthermore, the sellers can earn up to an additional $6.3 million if certain performance hurdles are achieved. Management shareholders received $476,000 of the closing consideration in restricted stock, or 20,000 shares. The transaction is expected to close on or before December 23, 2005.
To support the financing of the transaction, the Company has entered into a new, $35 million five-year credit agreement with GE Commercial Finance, Commercial & Industrial Finance, comprised of a $20 million term loan and $15 million revolving credit facility. JPMorgan Chase Bank, N.A. and Wachovia Bank National Association participated in the syndication.
“I am extremely pleased to announce the acquisition of Humirel by MSI,” commented Frank Guidone, Company CEO. “The combination of proprietary IP, rapid growth opportunities, strong margins and seasoned European management team make this an excellent addition to our portfolio. For calendar 2004, Humirel will post approximately $7.9 million in sales, a 64% increase over 2003. For MSI’s Fiscal 2006 (beginning April 05), we expect Humirel to contribute $12 million to $15 million in sales and $2 million to $3 million in operating profit. Humirel’s proprietary technology offers customers a combination of low cost, durability and high performance. Accordingly, we anticipate Humirel’s annual growth rate will significantly exceed that of our core sensor business for several years. We will review the Humirel and recently announced MWS Sensorik acquisitions and their impact to Fiscal 2006 in a conference call later today.”
Humirel (www.humirel.com), based in Toulouse, France, designs and manufactures humidity sensors and assemblies for automotive, heavy truck, HVAC and consumer products markets. The Company’s products are used in OEM applications such as automotive windshield defogging, diesel engine performance and emissions management and control, and consumer durable goods humidity measurement, among others. End customers include several major European, US and Asian automakers, most major diesel engine companies and leading consumer HVAC and durable goods manufacturers.
Jean-Francois Allier, Humirel CEO and principal shareholder commented, “Becoming a part of the MSI Sensors organization (the sensor business of MSI) is an exciting prospect for Humirel. As a global operating company it will solidify our presence in the worldwide market. The combination of access to capital and significant, identified synergies will help fuel our growth plans into the future.”
The Company will host a teleconference to discuss the transactions and financing agreement this afternoon at 1:00 PM (Eastern Time). To participate please dial, (800) 230-1766, International callers should dial (612) 332-0345. Interested parties may also listen via the Internet at: www.vcall.com. The call will be available for replay for 30 days through AT&T by dialing 800 475-6701 (US dialers), International callers should dial 320-365-3844 then enter access code 763022, at www.vcall.com, and on the company’s website at www.msiusa.com.
Measurement Specialties, Inc. designs and manufactures sensors and sensor-based consumer products. The Sensor division, also known as MSI Sensors, produces a wide variety of sensors and transducers to measure precise ranges of physical characteristics such as pressure, force, vibration, position, tilt, flow and distance. MSI Sensors uses multiple advanced technologies – including piezoresistive, electro-optic, electro-magnetic, capacitive, application specific integrated circuits (ASICs), micro-electromechanical systems (MEMS), piezoelectric polymers and strain gauges – to engineer sensors that operate precisely and cost effectively. The Consumer division produces OEM bathroom scales, Accutire® brand tire pressure gauges and other products.
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