Datalogic S.p.A. (Datalogic) has entered into an agreement with certain subsidiaries of Danaher Corporation to acquire Accu-Sort Systems Inc. (and certain of its affiliates) ("Accu-Sort"), a supplier of Automatic Identification (Auto-ID) products in the US.
With revenues of approximately USD 92 million in 2010, Accu-Sort Systems is a leading supplier in the design, production, integration and maintenance of Automatic Identification (Auto-ID) systems in the United States.
Mauro Sacchetto, CEO of Datalogic, stated: "This transaction doubles Datalogic Group's presence in the Industrial Automation industry by positioning it in the high-end segment and by broadening the company's competitive position in a highly fragmented market with great growth potential. Accu-Sort is complementary to the existing business of Datalogic and is a leading supplier with a widely recognized brand and long-term relationships with preeminent customers.
Accu-Sort is financially sound, with an EBITDA margin that exceeds 19%, and highly focused on researching solutions and developing additional value for its customers. This acquisition, which perfectly fits our corporate strategy, complements and confirms Datalogic's solid foundations and strong growth potential despite a very challenging economic environment".
Founded in 1971 and based in Telford, Pennsylvania, Accu-Sort is a designer, producer, integrator and maintenance service provider of Automatic Identification (Auto-ID) systems, with revenues of approximately US$92 million in 2010.
Accu-Sort employs approximately 250 employees, and has one production factory in the US, two research centers, one in the U.S. and one in Europe, and eight sales offices.
Thanks to a complete range of technical solutions, including Auto-ID products (laser and camera-based), dimensioning systems, print/apply solutions, small items sortation systems and system integration capabilities, Datalogic, through this acquisition, extends and integrates its range of products and expands its position in the transportation & logistics industry.
With approximately 79% of its revenues generated in the United States, Accu-Sort offers integrated solutions in the high-end segment thanks to long-term relationships with primary retailers, international couriers and system integrators.
In addition to having a significant intellectual property portfolio (consisting of approximately 80 patents, 57 of which registered in the U.S.), Accu-Sort can count on solid relationships with preeminent customers, strong competitive positioning and increased brand awareness.
Accu-Sort generated revenues of approximately USD 51.4 million in the first half of 2011, with an EBITDA of approximately USD 11.3 million (and an EBITDA margin of 22.0%). During 2010, Accu-Sort recorded revenues of approximately USD 92.3 million, with an EBITDA of approximately USD 17.8 million (and an EBITDA margin of 19.3%).
The agreed purchase price of USD 135 million (on a cash-free debt-free basis) includes estimated tax benefits for Datalogic resulting from an election to be made by the parties under section 338(h)(10) of the U.S. Internal Revenue Code to treat the stock purchase as an asset purchase for U.S. federal income tax purposes.
Datalogic has sufficient existing internal resources (cash on hand and unused credit lines) to fund the entire amount of the purchase price. Negotiations with primary credit institutions are under way for the issuance to Datalogic of a bridge loan of approximately USD 120 million to be subsequently converted into a mid- long-term loan.
The transaction is subject to customary closing conditions, including expiration or termination of the waiting period U.S. Hart-Scott-Rodino Antitrust Improvements Act. Subject to satisfaction or waiver of all closing conditions, the closing of the transaction is expected to occur in the first quarter of 2012.