|By Business Wire||
|January 7, 2013 08:36 AM EST||
Natus Medical Incorporated (Nasdaq:BABY) and Astro-Med, Inc. (Nasdaq:ALOT) today announced that the companies have entered into a definitive agreement for Natus to acquire the Grass Technologies Product Group from Astro-Med. The Grass Technologies Product Group includes clinically differentiated neurodiagnostic and monitoring products, including a portfolio of polysomnography (PSG) and electroencephalography (EEG) systems for both clinical and research use and related accessories and proprietary electrodes.
The transaction is expected to close on January 31, 2013. Natus will fund the approximate $18.6 million cash purchase price with existing cash and borrowings under its credit facility. Astro-Med reported revenue from the Grass segment of $18.5 million for the fiscal year ended January 31, 2012. Astro-Med will retain its Grass manufacturing facility and the companies have entered into an agreement whereby Astro-Med will continue to manufacture the Grass products and provide other transition services for a period of time, after which Natus will acquire any remaining inventory.
“Grass Technologies has been consistently profitable and we expect Grass to be accretive to our earnings in our first full quarter of ownership and for the full year 2013,” said Jim Hawkins, Chief Executive Officer of Natus. “The Grass acquisition expands our presence into certain international markets, adds to our disposable product offerings, and provides Natus an entry into the research segment of the Neurodiagnostic market. This acquisition will continue to allow us to bring additional value to customers.”
“After completing a strategic review of our businesses we have determined that it is in the best interest of our shareholders to focus on our fast growing Quick Label Systems and Test & Measurement business segments,” said Everett V. Pizzuti, Chief Executive Officer of Astro-Med. “We have been working on several unique opportunities in these two segments and as a result, we have not been able to devote the resources needed to continue the growth of Grass. We know that Natus, with its worldwide strength and focus in neurology, is an ideal place for Grass to flourish.”
The Grass Instrument Company was founded in 1935 by Albert Grass, who pioneered the development and production of the first EEG machines used in medical applications. Approximately one third of Grass revenue is attributable to consumables and service, with sales from international markets contributing to 38% of revenue. Products used in research, which represented 14% of Grass revenue for the year ended January 31, 2012, are sold to university researchers, pharmaceutical companies, and hospitals.
About Natus Medical
Natus is a leading provider of healthcare products used for the screening, detection, treatment, monitoring and tracking of common medical ailments in newborn care, hearing impairment, neurological dysfunction, epilepsy, sleep disorders, and balance and mobility disorders. Product offerings include computerized neurodiagnostic systems for audiology, neurology, polysomnography, and neonatology, as well as newborn care products such as hearing screening systems, phototherapy devices for the treatment of newborn jaundice, head-cooling products for the treatment of brain injury in newborns, incubators to control the newborn's environment, and software systems for managing and tracking disorders and diseases for public health laboratories.
Astro-Med, Inc. is a leading manufacturer of specialty high tech printing systems, electronic medical instrumentation, and test and measurement data acquisition systems. Astro-Med, Inc. products are sold under the brand names Astro-Med, Grass Technologies and QuickLabel Systems, and are employed around the world in a wide range of aerospace, medical, military, industrial, labeling and packaging applications. Astro-Med, Inc. is a member of the Russell Microcap Index. Additional information is available by visiting www.Astro-MedInc.com.
This news release and the information contained herein contains forward-looking statements addressing expectations, prospects, estimates and other matters that are dependent upon future events or developments. The matters discussed in these forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected, anticipated or implied. Forward-looking statements include, but are not limited to, statements about the expected timing of the anticipated sale, sale price, and the impact of the acquisition on Natus’ profitability in 2013. The forward-looking statements contained herein are based on current expectations and assumptions and not on historical facts. There are important factors that could cause actual results to differ materially from those set forth in the forward-looking statements. Additional factors that may affect future results are described in Natus' Annual Report on Form 10-K for the year ended December 31, 2011, Astro-Med’s Annual Report on Form 10-K for the year ended January 31, 2012, and other filings by each company with the U.S. Securities and Exchange Commission. Except to the limited extent required by applicable law, Natus and Astro-Med disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.