American Science and Engineering (AS&E), a Massachusetts-based provider of X-ray inspection systems, announced on Tuesday that it has entered into a definitive agreement to be acquired by OSI Systems, Inc. for $37.00 per share of AS&E common stock in an all-cash transaction, for a total transaction value of approximately $269 million. The transaction and the merger agreement were unanimously approved by AS&E’s board of directors.
In a statement, AS&E said that the sale was the culmination of a strategic review process in which the company, with the assistance of its independent financial and legal advisors, thoroughly reviewed a range of options to maximize shareholder value.
“We are pleased to have reached this agreement with OSI Systems, which provides our shareholders with a compelling cash value and follows a thorough review of strategic alternatives for the company,” said Chuck Dougherty, AS&E's President and Chief Executive Officer. “After a careful assessment of conditions in our markets worldwide, the board determined that entering into this transaction was in the best interest of our shareholders.”
Dougherty continued: “The combination of AS&E and OSI Systems will create a leader in cargo and aviation security screening platforms, offering customers and business partners a complete range of scanning solutions to meet their evolving security and operational requirements. Additionally, the collective scale, technology capabilities, and mutual channel strengths of the combined businesses will enable the company to provide customers and business partners with an enhanced set of competitive products and services.”
Hamilton W. Helmer, AS&E’s Chairman of the Board of Directors, said: “This transaction is a testament to the great team at AS&E. Together, they have built a highly successful company with a more than five decades’ long heritage of innovation and technological expertise. Strategically, this is the right time to pursue this combination because it brings together enhanced scale and complementary portfolio offerings that will strengthen the combined businesses’ position in inspection services and technologies."
Deepak Chopra, OSI Systems’ Chairman and Chief Executive Officer, commented: “AS&E’s backscatter X-ray technology has long been a leader within the security industry, and its cutting-edge products, extensive service network, and premier customer base are highly complementary to our current operations. We look forward to welcoming AS&E’s talented team to OSI Systems and we expect to maintain AS&E’s current operations in Billerica, Mass. as an essential part of an expanded security scanning business unit.”
The transaction is subject to approval of AS&E shareholders, regulatory approval, and other customary closing conditions. The transaction is expected to be completed by the end of 2016.
