DALSA Stockholder Approval Obtained for Plan of Arrangement with Teledyne
THOUSAND OAKS, Calif. and WATERLOO, Ontario - February 10, 2011 - Teledyne Technologies Incorporated (NYSE: TDY) ("Teledyne") and DALSA Corporation (TSX: DSA) ("DALSA") jointly announced today that at a Special Meeting of the Shareholders (the "Meeting") held earlier today, DALSA received the requisite stockholder approvals for the plan of arrangement (the "Arrangement") pursuant to which Teledyne will acquire all the issued and outstanding common shares of DALSA. Over 87.5% of DALSA's shareholders were represented in person or by proxy at the Meeting, and over 99.9% of the securities voted at the Meeting were voted in favor of the special resolution approving the Arrangement.
Under the Arrangement, DALSA shareholders will receive CAD $18.25 in cash for each outstanding DALSA common share. The aggregate value for the transaction is approximately CAD $337 million, taking into account DALSA's stock options and net cash as of December 31, 2010. The acquisition has been approved by the boards of directors of both companies, and the transaction received early termination of the waiting period required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
DALSA's application to the Ontario Superior Court of Justice (Commercial List) to obtain the final order approving the Arrangement is scheduled for Friday, February 11, 2011. Assuming court approval is obtained and that all other conditions to the Arrangement are satisfied or waived, the Arrangement is expected to become effective on or about February 12, 2011. Delisting of DALSA's common shares from the Toronto Stock Exchange is expected to occur on or about February 17, 2011.
Full details of the Arrangement and certain other matters are set out in the management information circular of DALSA (the "Information Circular") dated January 5, 2011. A copy of the definitive agreement, Information Circular, and other meeting materials can be found on the SEDAR website at www.sedar.com.
About Teledyne Technologies
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.
About DALSA Corporation
DALSA Corporation is an international leader in high performance digital imaging and semiconductors with approximately 1,000 employees worldwide, headquartered in Waterloo, Ontario, Canada. Established in 1980, the company designs, develops, manufactures and markets digital imaging products and solutions, in addition to providing MEMS products and services. For more information, visit DALSA's website at www.dalsa.com.
Forward-Looking Information Cautionary Notice
This announcement contains forward-looking information within the meaning of applicable Canadian securities laws and is intended to qualify for the safe harbor from liability under the United States Private Securities Litigation Reform Act of 1995, with respect to management's beliefs about the financial condition, results of operations and businesses of Teledyne and DALSA in the future. Forward-looking information involves risks and uncertainties, is based on the current expectations of the management of DALSA and Teledyne and is subject to uncertainty and changes in circumstances. The forward-looking information contained herein may include statements about the expected effects on Teledyne of the transaction, the anticipated timing and scope of the transaction, expected timing of the completion of the transaction and all other statements in this announcement other than historical facts. Forward-looking information includes, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "estimates" and words of similar import. By its nature, forward-looking information is not a guarantee of future performance or results and involves risks and uncertainties because it relates to events and depends on circumstances that will occur in the future. Actual results could differ materially from this forward-looking information. Many factors could change anticipated results, including unanticipated issues associated with the satisfaction of the conditions to the transaction, issues associated with obtaining necessary regulatory approvals, including Court approval of the Arrangement, and the terms and conditions of such approvals. There are additional risks associated with owning and operating businesses internationally, including those arising from U.S. and foreign policy changes or actions and exchange rate fluctuations. Neither Teledyne nor DALSA undertake any obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
Investor Contact: Jason VanWees Teledyne Technologies (805) 373-4542
Investor Contact: Patrick Myles DALSA Corporation (519) 886-6001 x2177