BERWYN, Pa. and MINNEAPOLIS, April 17,
2017 /PRNewswire/ -- AMETEK, Inc. (NYSE: AME) and MOCON,
Inc. (NASDAQ: MOCO) announced that they have entered into a
definitive merger agreement under which AMETEK will acquire all of
the outstanding shares of common stock of MOCON at a price of
$30 per share in cash, which
represents a premium of 39% to MOCON's closing share price on
April 13, 2017. The aggregate
enterprise value of the transaction is approximately $182 million, taking into account MOCON's
outstanding equity awards and net cash to be acquired in the
transaction. The transaction was unanimously approved by the Board
of Directors of MOCON.
Founded in 1963 and headquartered in Minneapolis, MN, MOCON is a leading provider
of laboratory and field gas analysis instrumentation to research
laboratories, production facilities and quality control departments
in food and beverage, pharmaceutical, and industrial applications.
For the calendar year ending December 31,
2016, MOCON had sales of approximately $63 million.
"MOCON is an excellent company that has tremendous synergy with
AMETEK," comments David A. Zapico,
AMETEK Chief Executive Officer. "They are the global leader in gas
analysis instrumentation for package and permeation testing. Its
products and technologies nicely complement our existing gas
analysis instrumentation business and provides us with
opportunities to expand into the growing food and pharmaceutical
package testing market."
"We believe this transaction creates significant value for our
shareholders and provides long-term benefits for our customers and
employees," said Robert L. Demorest,
MOCON President and Chief Executive Officer. "By joining a larger
global enterprise, MOCON will have the resources to expand our
market leading gas analysis products and technologies. We look
forward to joining the outstanding team at AMETEK."
The closing of the transaction is subject to customary closing
conditions, including the approval of MOCON's shareholders and
applicable regulatory approvals. The transaction is expected to be
completed in the late second quarter or third quarter of calendar
year 2017.
About AMETEK
AMETEK is a leading global
manufacturer of electronic instruments and electro-mechanical
devices with annual sales of approximately $4.0 billion. AMETEK's Corporate Growth Plan
is based on Four Key Strategies: Operational Excellence, Strategic
Acquisitions, Global & Market Expansion and New Products.
AMETEK's objective is double-digit percentage growth in earnings
per share over the business cycle and a superior return on total
capital. The common stock of AMETEK is a component of
the S&P 500 Index.
About MOCON
MOCON is a leading provider of detectors,
instruments, systems and consulting services to research
laboratories, production facilities, and quality control and safety
departments in the medical, pharmaceutical, food and beverage,
packaging, environmental, oil and gas and other industries
worldwide.
Additional Information and Where to Find It
This
document may be deemed to be solicitation materials in respect of
the proposed acquisition of MOCON by AMETEK. In connection with the
proposed merger, MOCON will file with the SEC and furnish to
MOCON's shareholders a proxy statement and other relevant
documents. This filing does not constitute a solicitation of any
vote or approval. MOCON SHAREHOLDERS ARE URGED TO READ THE PROXY
STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE
FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR
INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
Investors will be able to obtain a free copy of documents filed
with the SEC at the SEC's website at www.sec.gov. In addition,
investors may obtain a free copy of MOCON's filings with the SEC
from MOCON's website at www.mocon.com or by directing a request to:
MOCON, Inc., 7500 Mendelssohn Avenue North, Minneapolis, MN; Attention: Elissa Lindsoe, Chief Financial Officer.
Participants in the Solicitation
MOCON and its
directors, executive officers and certain other members of
management and employees of MOCON may be deemed "participants" in
the solicitation of proxies from shareholders of MOCON in favor of
the proposed merger. Information regarding the persons who may,
under the rules of the SEC, be considered participants in the
solicitation of the shareholders of MOCON in connection with the
proposed merger will be set forth in the proxy statement and the
other relevant documents to be filed with the SEC. You can find
information about MOCON's executive officers and directors in its
Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC on
March 9, 2017, and in its definitive
proxy statement filed with the SEC on Schedule 14A on April 13, 2016.
Forward-looking Information
Statements in this news
release relating to future events are "forward-looking statements."
Forward-looking statements are subject to various factors and
uncertainties that may cause actual results to differ significantly
from expectations. Forward-looking statements in this news release
include, but are not limited to, statements about the benefits of
the merger; potential synergies and the timing thereof; the
expected timing of the completion of the merger; and the combined
company's plans, objectives, expectations and intentions with
respect to future operations, products and services. Each
forward-looking statement contained in this news release is subject
to risks and uncertainties that could cause actual results to
differ materially from those expressed or implied by such
statement. Applicable risks and uncertainties include, but are
not limited to, the following: (1) MOCON may be unable to
obtain shareholder approval as required for the merger;
(2) conditions to the closing of the merger, including the
obtaining of required regulatory approvals, may not be satisfied;
(3) the merger may involve unexpected costs, liabilities or
delays; (4) the business of MOCON may suffer as a result of
uncertainty surrounding the merger; (5) the outcome of any
legal proceedings related to the merger; (6) the occurrence of
any event, change or other circumstances that could give rise to
the termination of the merger agreement; (7) the ability to
recognize benefits of the merger; (8) risks that the merger
disrupts current plans and operations and the potential
difficulties in employee retention as a result of the merger;
(9) other risks to consummation of the merger, including the
risk that the merger will not be consummated within the expected
time period or at all; (10) general industry and economic
conditions; and (11) the risks described from time to time in
AMETEK's and MOCON's filings with the U.S. Securities and Exchange
Commission, including their most recent reports on Form 10-K, 10-Q
and 8-K. You are encouraged to read AMETEK's and MOCON's filings
with the SEC, available at www.sec.gov, for a discussion of
these and other risks and uncertainties. AMETEK and MOCON disclaim
any intention or obligation to update or revise any forward-looking
statements.
Contact: Kevin Coleman +1
610-889-5247
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SOURCE AMETEK, Inc.
