Astronics Corporation Announces Acquisition of PECO Inc.
EAST AURORA, N.Y., May 28, 2013 (GLOBE NEWSWIRE) -- Astronics Corporation
(Nasdaq:ATRO), a leading provider of advanced technologies for the global
aerospace and defense industries, today announced that it has entered into a
definitive agreement to acquire the outstanding shares of PECO Inc. (PECO) for
approximately $136 million in cash. The agreement is expected to close in late
June 2013, and is subject to certain conditions, including a review under the
Hart-Scott-Rodino Antitrust Improvements Act and the successful arrangement of
debt financing by Astronics.
PECO, located in Portland, Oregon, designs and manufacturers highly engineered
commercial aerospace interior components and systems for the aerospace
industry. The company specializes in Passenger Service Units (PSUs) which
incorporate air handling, emergency oxygen, electrical power management and
cabin lighting systems. It also manufactures a wide range of fuel access doors
that meet stringent strength, fuel sealing and anti-corrosion requirements.
PECO enjoys a longstanding relationship with many aerospace customers,
including The Boeing Company, for which it provides a variety of products
across its line of commercial airliners.
"We believe PECO is an excellent strategic fit with Astronics. PECO is a
leader in the critical equipment it designs and manufactures and has
successfully established a number of positive relationships with aerospace
customers. We believe that Astronics will be able to both strengthen and
benefit from those solid relationships," stated Peter J. Gundermann, President
and CEO of Astronics. "We are excited to welcome the PECO team to
Astronics.We expect the combination of world class capabilities from both
organizations will serve to further our mutual goals."
PECO had 2012 sales of $77.8 million and has projected 2013 sales of
approximately $83 million, with adjusted EBITDA (earnings before interest,
taxes, depreciation, and amortization) margins consistent with Astronics' past
performance. Excluding one-time acquisition related charges the acquisition
is expected to be accretive to earnings in 2013.PECO employs approximately
Astronics has the option to make an election under IRS code section 338(h)
(10) before the end of 2013 which would provide certain tax benefits.If the
election is made, Astronics will be responsible for additional costs including
indemnifying the sellers for additional income taxes they incur as a result of
Houlihan Lokey acted as the exclusive financial advisor to PECO.
Special Webcast and Teleconference Call
The Company will host a teleconference call and webcast on Wednesday, May 29,
2013 at 10:00 a.m. ET, during which Peter J. Gundermann, President and CEO,
and David C. Burney, Executive Vice President and CFO, will review the details
of the acquisition.A question-and-answer session will follow.
The Astronics conference call can be accessed by calling (201) 689-8562. The
listen-only audio webcast can be monitored at www.astronics.com.To listen to
the archived call, dial (858) 384-5517 and enter conference ID number 415597.
The telephonic replay will be available from 1:00 p.m. ET on the day of the
call through Wednesday, June 5, 2013. A transcript will also be posted to the
Company's Web site, once available.
About Astronics Corporation
Astronics Corporation is a leader in advanced, high-performance lighting,
electrical power and automated test systems for the global aerospace and
defense industries.Astronics' strategy is to develop and maintain positions
of technical leadership in its chosen aerospace and defense markets, to
leverage those positions to grow the amount of content and volume of product
it sells to those markets and to selectively acquire businesses with similar
technical capabilities that could benefit from our leadership position and
strategic direction.Astronics Corporation, and its wholly-owned subsidiaries,
Astronics Advanced Electronic Systems Corp., Ballard Technology, Inc., DME
Corporation, Luminescent Systems Inc. and Max-Viz, Inc., have a reputation for
high-quality designs, exceptional responsiveness, strong brand recognition and
best-in-class manufacturing practices. The Company routinely posts news and
other important information on its Web site at www.astronics.com.
For more information on Astronics and its products, visit its Web site at
Safe Harbor Statement
This news release contains forward-looking statements as defined by the
Securities Exchange Act of 1934.One can identify these forward-looking
statements by the use of the words "expect," "anticipate," "plan," "may,"
"will," "estimate" or other similar expressions.Because such statements apply
to future events, they are subject to risks and uncertainties that could cause
actual results to differ materially from those contemplated by the
statements.Important factors that could cause actual results to differ
materially include the state of the aerospace and defense industries, the
market acceptance of newly developed products, internal production
capabilities, the timing of orders received, the status of customer
certification processes, the demand for and market acceptance of new or
existing aircraft which contain the Company's products, customer preferences,
and other factors which are described in filings by Astronics with the
Securities and Exchange Commission. The Company assumes no obligation to
update forward-looking information in this news release whether to reflect
changed assumptions, the occurrence of unanticipated events or changes in
future operating results, financial conditions or prospects, or otherwise.
David C. Burney, Chief Financial Officer
Phone: (716) 805-1599, ext. 159
Deborah K. Pawlowski, Kei Advisors LLC
Phone: (716) 843-3908
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