THOUSAND OAKS, Calif. & SWINDON, United Kingdom — (BUSINESS WIRE) — June 15, 2010 — Teledyne Technologies Incorporated (NYSE: TDY) (“Teledyne”) and Intelek plc (LSE:ITK.L) (“Intelek”) jointly announced today that they have reached agreement on the terms of a recommended cash offer to be made by Teledyne for the entire issued and to be issued ordinary share capital of Intelek (the “Offer”). Under the terms of the Offer, Intelek’s ordinary shareholders (“Intelek Shareholders”) will receive 32 pence in cash for each Intelek Share valuing the entire existing issued ordinary share capital of Intelek at approximately £28 million.
Intelek is a group of companies which primarily designs and manufactures electronic systems for satellite and microwave communication. Through its Paradise Datacom division, Intelek designs and manufactures satellite modems, transceivers, block up-converters, solid state power amplifiers, low noise amplifiers and associated equipment for the terrestrial segment of the satellite communications market. Intelek’s Labtech division is a manufacturer of microwave circuits and components primarily for the defense electronics, global telecommunications, space and satellite communications markets. Intelek’s CML division manufactures precision machined and composite aerostructures for military and commercial aircraft. Following completion of an acquisition, Teledyne will consider strategic alternatives for CML, which may after review include a sale of the business.
“The proposed acquisition of Intelek should further expand Teledyne’s capabilities in microwave systems, and we are delighted that the directors of Intelek have decided unanimously to recommend the Offer to the Intelek Shareholders,” said Robert Mehrabian, chairman, president and chief executive officer of Teledyne. “The operations of Intelek are highly complementary with Teledyne’s existing microwave businesses. In particular, Paradise Datacom’s high power solid state amplifiers and modems for commercial customers complement Teledyne’s strong position in broadband high power traveling wave tube (TWT) and lower power solid state subsystems, primarily for military customers. By combining our capabilities, we believe that Teledyne will be able to offer, over time, an enhanced range of complete high power TWT and GaAs and GaN-based solid state amplifier systems for communications, radar and electronic warfare applications.”
“The directors of Intelek have focused our strategy on further developing our satellite and microwave communications businesses,” said Ian Brodie, chief executive officer of Intelek. “This Offer is at a substantial premium and we unanimously recommend that shareholders accept this Offer. Finally, we are pleased that Teledyne has indicated that, under its ownership, Teledyne will continue to support and further develop Intelek’s microwave businesses and employees.”
The aggregate value for the transaction will be approximately £35 million (or approximately $52 million) taking into account Intelek’s stock options, net debt and pension deficit. For the year ended March 31, 2010, Intelek had sales of approximately £38 million.
Intelek’s directors have unanimously recommended that Intelek Shareholders accept the Offer. In addition, Teledyne has received irrevocable undertakings from Intelek directors and the company’s largest shareholder to accept the Offer.
Teledyne’s Offer will be made in accordance with the relevant requirements of the UK City Code on Takeovers and Mergers (“Takeover Code”) (including customary closing conditions) and be governed by English law. For additional information on the Offer please see documents available on www.teledyne.com and on the Intelek website at www.intelek.plc.uk during the course of the offer process.
Altium Capital Limited is acting as financial advisor, and DLA Piper UK LLP is acting as legal counsel to Intelek. Teledyne is advised by N M Rothschild & Sons Limited as financial advisors and McGuireWoods London LLP as legal counsel.
Teledyne Technologies is a leading provider of sophisticated electronic subsystems, instrumentation and communication products, engineered systems, aerospace engines, and energy and power generation systems. Teledyne Technologies’ operations are primarily located in the United States, the United Kingdom and Mexico. For more information, visit Teledyne Technologies’ website at www.teledyne.com.
Intelek plc is a leading designer and manufacturer of electronic systems for satellite and microwave communications. The company’s skills include microwave frequency design, digital signal processing, thermal modeling, and microwave circuit processing and sub-assembly. For more information, visit Intelek’s website at www.intelek.plc.uk.
Notice to Non-UK Intelek Shareholders
The Offer is not being made and will not be made, directly or
indirectly, in or into the United States or in any other jurisdiction in
which the making of the Offer would not be in compliance with the laws
of such jurisdiction. Any and all materials related to the Offer should
not be sent or otherwise distributed in or into the United States
whether by use of the United States mail or by any other means or
instrumentality of United States commerce (including, but without
limitation, the mail, facsimile transmission, telex, telephone and the
Internet) or any facility of a United States national securities
exchange, and the Offer cannot be accepted by any such use, means or
instrumentality, in or from within the United States. Accordingly, no
materials related to the Offer will be, and must not be, sent or
otherwise distributed in or into or from the United States or, in their
capacities as such, to custodians, trustees or nominees holding shares
of Intelek for United States persons, and persons receiving any such
documents (including custodians, nominees and trustees) must not
distribute or send them in, into or from the United States. Any
purported acceptance of the Offer resulting directly or indirectly from
a violation of these restrictions will be invalid. No shares of Intelek
are being solicited from a resident of the United States and, if sent in
response by a resident of the United States, will not be accepted. For
the purposes of this paragraph, United States means the United States of
America, its territories and possessions, any state of the United States
of America and the District of Columbia.