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adobe pdf icon Analogic Corporation Completes Acquisition of Copley Controls


Analogic Corporation Completes Acquisition of Copley Controls

PEABODY, Mass.–(BUSINESS WIRE)–April 15, 2008–Analogic
Corporation (NASDAQ: ALOG) today announced the successful completion
of its acquisition of Copley Controls Corporation. Headquartered in
Canton, Mass., Copley is a leading supplier of gradient amplifiers for
Magnetic Resonance Imaging (MRI), and precision motion control systems
used in computer-controlled automation systems. Under the terms of the
agreement, announced on March 6, 2008, Copley is now a wholly owned
subsidiary of Analogic. The consideration paid by Analogic was $76.875
million in cash, which represented the agreed purchase price of $68.75
million plus an adjustment of $8.125 million. The adjustment resulted
from Copley’s estimated working capital as of the closing date, which
included $5.0 million of cash, exceeding the working capital of $16.2
million as required under the terms of the agreement.

Analogic and the former shareholders of Copley have elected to
treat the acquisition as an asset purchase for tax purposes. As a
result, Analogic will make a payment to the former shareholders of
Copley of up to an additional $1.8 million in the aggregate as
reimbursement for the tax consequences of the transaction. Analogic
estimates that, subject to the final determination of Copley’s actual
indebtedness and working capital as of the closing date, the total
consideration to be paid, including the full reimbursement to Copley
shareholders for the tax consequences of the transaction, will be
approximately $78.675 million.

Analogic is a high-technology imaging and signal-processing
company, providing products and services to Original Equipment
Manufacturers (OEMs) and end users in high-growth medical diagnostics
and security markets. In addition to being a well known OEM supplier
of computed tomography subsystems, Analogic is a leading supplier of RF amplifiers for MRI systems. Copley, founded in
1984, is a leading OEM supplier of gradient amplifiers for MRI systems
and of high-precision motion control systems.

In addition to its Canton headquarters, Copley has offices and
local technical support in the United States, Europe, and Asia,
comprising approximately 250 employees worldwide. Copley’s revenues
for the calendar year 2006 were $73.6 million; preliminary calendar
year 2007 revenues are estimated to be $83 million. Analogic estimates
that revenues related to the acquisition will be approximately $83
million in calendar year 2008 and, excluding one-time purchase
accounting adjustments, accretive to earnings in Analogic’s fiscal
year 2008 and fiscal years thereafter.

Jim Green, Analogic President and CEO, said, “The completion of
this acquisition represents a major milestone for our Company. The
addition of Copley, with its leading-edge technology in high-field
gradient amplifiers and its solid customer base, will enable Analogic
to expand its product offerings to its OEM customers, open up new
opportunities in Asia, and enhance its position as a leading provider
of medical subsystems for MRI scanners. Copley’s growing and
profitable motion control business provides additional opportunities
and a new avenue of growth in the high-technology automation market.”

Analogic Corporation is a leading designer and manufacturer of
advanced health and security systems and subsystems sold primarily to
Original Equipment Manufacturers (OEMs). The Company is recognized
worldwide for advancing the state of the art in Automatic Explosives
Detection, Computed Tomography (CT), Digital Radiography (DR),
Ultrasound, Magnetic Resonance Imaging (MRI), Patient Monitoring, and
Advanced Signal Processing. For more information, visit

Forward-Looking Statements

Any statements in this press release about future expectations,
plans, and prospects for Analogic Corporation (the “Company”),
including statements about orders for the Company’s products,
statements about shipments and installation of the Company’s products,
and other statements containing the words “believes,” “anticipates,”
“plans,” “expects,” and similar expressions, constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Actual results may differ
materially from those indicated by such forward-looking statements as
a result of various important factors, including risks relating to
technology development and commercialization, risks in product
development, limited demand for the Company’s products, risks
associated with competition, uncertainties associated with regulatory
agency approvals, competitive pricing pressures, downturns in the
economy, the risk of potential intellectual property litigation, and
other factors discussed in our most recent quarterly report filed with
the Securities and Exchange Commission. In addition, the
forward-looking statements included in this press release represent
the Company’s views as of April 15, 2008. The Company anticipates that
subsequent events and developments will cause the Company’s views to
change. However, while the Company may elect to update these
forward-looking statements at some point in the future, the Company
specifically disclaims any obligation to do so. These forward-looking
statements should not be relied upon as representing the Company’s
views as of any date subsequent to April 15, 2008.

CONTACT: Analogic Corporation
Jim Green, 978-326-4000
President & CEO
Paul M. Roberts, 978-326-4213
Director of Communications

SOURCE: Analogic Corporation