Scientific Technologies Inc. Completes Merger with Omron Corporation; Shareholders Receive $10.67 per Share in Cash
FREMONT, CALIFORNIA, September 12, 2006...SCIENTIFIC TECHNOLOGIES INCORPORATED (NASDAQ:STIZ), a leading North American provider of automation safeguarding products, announced today that it had completed its previously announced merger with a subsidiary of Japan-based Omron Corporation ("Omron"). STI shareholders will receive $10.67 per share in cash as a result of the merger, and STI will cease to be a publicly-traded company. Also as a result of the merger and related transactions, Omron acquired STI's Safety Products Group (SPG) business and STI sold its Automation Products Group (APG) business to Automation Products Group, Inc., a new company formed by members of the Lazzara family. The total transaction values the equity of the Company at approximately $110.8 million.
"We are pleased that our shareholders have approved this transaction and that the merger is now complete" said Joseph J. Lazzara, President and Chief Executive Officer of STI. "We believe this transaction provides significant liquidity to our shareholders while providing exciting new platforms of opportunity for our customers and employees."
"The Company's Safety Products Group business is now part of a larger, global company and will operate under the name of Omron Scientific Technologies, Inc." said Mr. Lazzara. "We believe this transaction will create a global leader in the industrial safety market, with the resources of a world-class organization such as Omron and the North American automation safety expertise of STI."
Mr. Fumio Tateisi, Executive Vice President of Omron Corporation and President of Omron's Industrial Automation Business, said "we are very pleased to have completed this transaction and look forward to being able to offer a wider range of cutting-edge safety products and consultancy services to our industrial-safety customers."
The operations of STI's Safety Products Group will remain in Fremont, California.
With regard to the Company's APG unit, Mr. Lazzara said "the Company's APG business will continue to operate out of its Logan, Utah facilities as the Automation Products Group, Inc. under private ownership of the Lazzara family." He added "we look forward to continuing to provide our APG customers with the highest quality sensor products and continue our long history of product innovation in that area."
Wilson Sonsini Goodrich & Rosati acted as legal advisor and The Spartan Group LLC acted as financial advisor to STI.
About Scientific Technologies Inc.
Scientific Technologies, Inc. (STI) is a North American leading provider of automation safeguarding products and services through its Safety Products Group. STI's Optical Sensor Division (OSD) provides safety products that are used to protect workers around machinery, automated equipment and industrial robots. Our products serve a wide variety of applications and markets, including semiconductor, automotive, electronics manufacturing, packaging and consumer markets. STI's Machine Services Division (MSD) provides safety services such as safeguarding equipment installations, machine safety assessments, and the design and custom fabrication of guarding solutions. MSD specializes in machinery services including the repair, relocation, installation and service of fabricating machinery. MSD serves customers in a variety of industries, including metal fabrication, aerospace, electronics, building materials, automotive and food processing. Our web site is located at www.sti.com
STI's Automation Products Group serves the factory automation, semiconductor, transportation, oil and gas, consumer and food processing industries with a diversified offering of sensing technologies. Products include level, flow, pressure sensing, positioning transducers, vehicle separation, profiling and ultrasonic sensors and controls. Further information is available at the Group's web sites: automationsensors.com -http://automationsensors.com./ , and www.stiscanners.com -http://www.stiscanners.com/.
About Omron Corporation
Omron Corporation, headquartered in Kyoto, Japan, is a global leader in the field of automation with approximately $6 billion in annual revenues. Established in 1933 and headed by President and CEO Hisao Sakuta, Omron has more than 26,000 employees in 35 countries working to provide products and services to customers in a variety of fields including industrial automation, electronic components, social systems (ticket gate machines, ticket vending machines and traffic control) and healthcare. Further information on Omron is located at www.omron.com.