Gerber Scientific, Inc. (NYSE:GRB), a leading international
supplier of sophisticated automated manufacturing systems for the
sign making, specialty graphics, packaging, apparel and industrial
industries, today announced the completion of its acquisition by
funds managed by Vector Capital, a global private equity firm
specializing in the technology sector, in a transaction valued at
approximately $283 million. CITIC Capital Partners, a leading China
based private equity firm, will take a minority stake in Gerber
Scientific alongside Vector.
On August 18, 2011, Gerber Scientific’s stockholders approved
the take-private transaction at a special meeting of the
stockholders. Under the terms of the merger agreement, Gerber
Scientific stockholders will receive $11.00 per share in cash, plus
a non-transferable contractual right to receive additional
contingent cash consideration payments if net recoveries are
obtained in connection with certain claims for infringement of a
Gerber Scientific patent covering “print to cut” technology. Gerber
Scientific common stock will be delisted from the New York Stock
Exchange.
Simultaneous with the take-private of Gerber, Vector divested
Spandex, a Gerber business unit and trade supplier to the sign
making and display industries in Europe and Australia, to funds
managed by Gilde Buy Out Partners, a European private equity firm.
Going forward, Spandex will operate as an independent company.
"We are delighted to be working with Vector Capital to execute
on our long-term vision,” said Marc Giles, President and Chief
Executive Officer of Gerber Scientific. “We believe Vector Capital
and CITIC Capital Partners have the global capabilities, financial
resources and industry expertise that will allow us to capitalize
on our expansive global infrastructure, dedicated employees and
loyal customer base to continue to deliver innovative automation
solutions to the markets we serve.”
Giles added, “The sale of Spandex is part of our overall
strategy to concentrate on our technology-intensive, global
businesses, namely, Gerber Technology, which serves the apparel and
industrial markets, and Gerber Scientific Products, a major player
in the sign making and specialty graphics business. Spandex will
continue to serve as a distributor for Gerber Scientific Products
in Europe.”
Amish Mehta, a Partner at Vector commented, “We are excited to
partner with Gerber Scientific’s talented team to deliver
cutting-edge products and services to its global customer base. We
believe Gerber Scientific is well positioned to capitalize on
growth opportunities globally. We are committed to assisting Gerber
in accelerating its growth in the Apparel and Industrial market
segment, both organically and through acquisitions.”
Gerber Scientific’s Board of Directors was advised by Cravath
Swaine & Moore and RA Capital Advisors. Davis Polk &
Wardwell served as a legal advisor to Vector.
About Gerber Scientific
Gerber Scientific, Inc. is a leading international supplier of
sophisticated automated manufacturing systems for the sign making,
specialty graphics, packaging, apparel and industrial industries.
Headquartered in Tolland, Connecticut, the Company operates through
Gerber Scientific Products and Gerber Technology. For more
information about each, please visit www.gerbertechnology.com and
www.gerberscientific.com.
About Spandex
Spandex is one of the world´s leading trade suppliers to the
sign making and display industries. The company is specialized in
marketing, sales, distribution and support of sign making equipment
and materials, digital printing solutions as well as sign- and
directory systems. Representing the leading brands in the industry,
Spandex serves a vast number of customers that rely on Spandex’
broad range of solutions, professional advice and service as well
as customized solutions. For more information, please visit
www.spandex.com.
About Vector Capital
With over $2 billion of capital, Vector Capital is a leading
global private equity firm specializing in spinouts, buyouts and
recapitalizations of established technology businesses. Vector
identifies and pursues these complex investments in both the
private and public markets. Vector actively partners with
management teams to devise and execute new financial and business
strategies that materially improve the competitive standing of
these businesses and enhance their value for employees, customers
and shareholders. Among Vector's notable investments are Aladdin
Knowledge Systems, Certara, Corel, LANDesk, Precise Software,
Printronix, RAE Systems, Register.com, SafeNet, Savi Technology,
Trafficmaster, WatchGuard Technologies, and WinZip. For more
information, please visit www.vectorcapital.com.
About CITIC Capital Partners
CITIC Capital Partners (CCP) is the private equity arm of CITIC
Capital Holdings Limited (CITIC Capital), an alternative investment
management and advisory company primarily based in China. CCP has
more than $2.2 billion under management and invests globally in
companies which are capitalizing upon the growth and productive
resources of the Chinese economy through its China, Japan and the
U.S. offices. Together with its Real Estate, Structured Investment
& Finance and Asset Management businesses, CITIC Capital
manages over $3.8 billion of capital from a diverse group of
international and domestic investors. For more information, please
visit www.citiccapital.com.
Forward-looking Statements
Any statements in this news release not relating to historical
matters are "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Words such as "anticipates,"
"will," "could," "should," "believes," "expects," "estimates,"
"intends," "plans," "projects," and similar expressions, may
identify such forward-looking statements. The forward-looking
statements contained in this news release involve risks and
uncertainties regarding the Company's expected financial condition,
results of operations and cash flows. For information identifying
other important economic, political, regulatory, legal,
technological, competitive and other uncertainties, readers are
referred to the Company's filings with the SEC, including but not
limited to, the information included in the Company’s Annual Report
on Form 10-K for the fiscal year ended April 30, 2011, which
outlines certain important risks regarding the Company's
forward-looking statements, as well as information included in
subsequently filed Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K. These risks include, but are not limited to,
delays in the Company’s new product development and
commercialization, intense competition in markets for each of the
Company’s operating segments, rapid technological advances,
availability and cost of raw materials, adverse economic and credit
market conditions, volatility in foreign currency exchange rates
and fluctuations in interest rates. Actual future results or events
may differ materially from these forward-looking statements. The
forward-looking statements contained in this release are made as of
the date of this release and the Company expressly disclaims any
obligation to update any of these forward-looking statements,
except as required by law.
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