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Pascall Electronics

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Pascall Electronics

Pascall Electronics Ltd., a wholly owned subsidiary of Intelek plc, a London Stock Exchange listed company specializes in rugged power supplies and components for radar and electronic warfare receivers, navigation and location equipment, communication and marine safety systems.

Emrise Corporation is a publicly traded company headquartered in Rancho Cucamonga , California with annual revenues of approximately US$50 million. The acquisition of Pascall Electronics Ltd. expands its activities in specialized products for the aerospace and communications industries and affords it an entry into the high frequency amplifier marketplace.

OEM Capital was asked to assist Emrise Corporation in its merger and acquisition program. The company believed that, to maximize shareholder value, it was strategically important that it undertake an aggressive acquisition program.

OEM Capital worked closely with Emrise’s management to identify, evaluate and approach suitable acquisition candidates that could be a strategic complement to its business and then help structure the transaction and assist in negotiations with Intelek.

Our international reach allowed Emrise to review acquisition candidates throughout North America and Europe.

As a result of our involvement, Emrise Corporation was able to conclude a transaction where there is not only strong operational and geographical synergy with its operations, but which is expected to be highly accretive its earnings and contribute significantly to its earnings per share. This is the second acquisition we have helped Emrise complete in the past year . Since our involvement began, Emrise’s market capitalization has increased tenfold.

Our success with Emrise Corporation illustrates that , whether a business is healthy, under performing or distressed, superior valuations can be realized for the selling shareholders by a well-executed approach to a sale or divestiture by merger and acquisition professionals who are knowledgeable about the industry and the intentions of its participants.

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Emrise Larus

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EMRISE LARUS

Larus Corporation, a closely held company based in San Jose , California develops and manufactures network synchronization and timing products used to synchronize private and public communications networks .

Emrise Corporation, formerly known as Microtel International, Inc., is a publicly traded company headquartered in Rancho Cucamonga , California with annual revenues of approximately US$50 million. It is a multinational manufacturer of defense and aerospace electronic components and subsystems and communication equipment . The acquisition of Larus Corporation expands its activities in specialized products for the telecommunications industry and affords it a US sales channel for its European developed networking products.

OEM Capital was asked to assist Emrise Corporation in its merger and acquisition program. The company believed that, to maximize shareholder value, it was strategically important that it undertake an aggressive acquisition program that would complement its established businesses.

OEM Capital worked closely with management to identify, evaluate and approach suitable acquisition candidates that could be a strategic complement to its network access business and then help structure the transaction and assist in negotiations with the selling shareholders. A key aspect of the program was to secure acquisitions that would not be dilutive to Emrise Corporation’s shareholders and not require a substantial cash payment at closing.

Our success with Emrise Corporation illustrates that , whether a business is healthy, under performing or distressed, superior valuations can be realized for the selling shareholders by a well-executed approach to a sale or divestiture by merger and acquisition professionals who are knowledgeable about the industry and the intentions of its participants.

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Mobile Datacom

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Mobile Datacom

Mobile Datacom Corporation, a closely held company based in Washington D.C. , is a provider of satellite communication services for the tracking of mobile assets and data transfer from remote sites.

Nationwide Cellular Service, Inc. is a closely held company based in Valley Steam, New York with telecommunications investments throughout the US .

OEM Capital was asked to assist Mobile Datacom Corporation in securing investors to complete its recent spin-off from Comsat International Holdings, a US government sponsored company providing international telecommunications services via a network satellites. The investment also was to provide for additional working capital to execute Mobile Datacom Corporation’s business plan. We assisted management in its negotiations with Comsat International Holdings, helped the company prepare marketing materials and approached the most likely corporate investors.

OEM Capital’s presentation of the investment’s attractiveness to a number of interested corporate investors secured the required funding in a timely manner. The investment allowed Mobile Datacom Corporation to launch its services on schedule while securing Comsat International Holdings as a strategic partner in its business.

Our success with Mobile Datacom Corporation illustrates that, whether a business is healthy or distressed, superior results­ can be realized for the shareholders by a well executed approach by merger and acquisition professionals who are knowledgeable about the state of the financial markets and the intentions of its participants.

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Dynair Electronics

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DYNAIR Electronics

DYNAIR Electronics, Inc., a closely held company located in San Diego , California is a manufacturer of digital and analog video switches and broad band signal routers. DYNAIR Electronics, Inc. maintained a leadership position in its industry for more than 30 years. Its products are important elements of the information network of Fortune 10 companies and major government installations.

Osicom Technologies, Inc., a NASDAQ listed company headquartered in Santa Monica , California is engaged in the fiber optic and wireless communications industries.

OEM Capital was asked to assist DYNAIR Electronics, Inc. in finding sources to finance its operations prior to initiating a sale program. The company was experiencing losses for the first time in its long history as a result of delayed vendor shipments of a key custom semiconductor for a new product line. The company’s bank had called its loan.

OEM Capital immediately introduced a supplemental financing source and devised a plan to improve cash.

Our presentation of the company’s value to potential acquirers and our knowledge of the industry secured multiple bidders. When a ‘winning’ bidder unexpectedly withdrew an offer for bridge financing, we were able to close with another party within seven business days. Selling shareholders received cash plus a claim on future revenues while retaining all real estate assets.

Our success with DYNAIR Electronics, Inc. illustrates that, whether a business is healthy or distressed, superior valuations can be realized for the selling shareholders by a well-executed approach to a sale or divestiture by merger and acquisition professionals who are knowledgeable about the industry and the intentions of its participants.

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Crystek Aquisition Corporation

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Crystek Aquisition Corporation

Crystek Crystals Corporation, a wholly owned subsidiary of Whitehall Corporation, located in Fort Myers , Florida is a manufacturer and value-added reseller of high frequency quartz crystals and oscillators which are sold directly to original equipment manufacturers of communications and computer equipment and distributors of electronic components. Whitehall Corporation is a NYSE listed company whose primary business is in aerospace maintenance, repair and refurbishment services and, through a joint venture, also manufactures and installs jet engine noise reduction products.

Crystek Acquisition Corporation, a privately-held company located in Pittsburgh , Pennsylvania , was organized by Allegheny Financial Group, Ltd. for the specific purpose of acquiring Crystek. Allegheny is also a significant investor in Crystek Acquisition Corporation.

OEM Capital was asked to assist Whitehall in finding a purchaser for Crystek. Whitehall wished to concentrate its management attention and corporate resources on growing its core aerospace business. In addition, Whitehall Corporation believed that if it was viewed by investors as having a single strategic focus, the market price of its common shares could increase.

OEM Capital developed a marketing program which exploited our industry contacts as well as our contacts with individuals and buyout firms whose interests were known to us. Our presentation of the company’s value to both strategic and financially oriented acquirers secured multiple bidders.

Our success with Crystek illustrates that, whether a business is healthy, under performing or distressed, superior valuations can be realized for the selling shareholders by a well-executed approach to a sale or divestiture by merger and acquisition professionals who are knowledgeable about the industry and the intentions of its participants.

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Atlantic Microwave Corporation

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Atlantic Microwave Corporation

OEM Capital sold Atlantic Microwave Corporation of Bolton , Massachusetts , a closely held company, to a wholly owned subsidiary of Chelton Communication Systems, Inc., a member of the Cobham Group of Companies with its headquarters in the United Kingdom . OEM Capital was retained to develop and execute a strategy to assist the selling shareholders in maximizing the value of their holdings.

Atlantic Microwave Corporation designs and manufactures microwave components and assemblies for radar, electronic warfare and communications applications. Atlantic Microwave Corporation is noted for its diversity of active and passive component technologies and has an enviable reputation for unique, customized solutions to the most demanding performance requirements.

The Cobham Group of Companies specializes in airborne antennas, static discharge devices, homing systems and receivers for commercial and military applications.

As a result of OEM Capital’s efforts, the selling shareholders were able to realize a value for their holdings at approximately four times the book value at closing and one times annual revenue. This was at a time when the market value of much larger publicly traded defense oriented electronics companies of a comparable size with similar products, measured as a multiple of annual revenue, averaged half of the multiple the shareholders of Atlantic Microwave Corporation realized.

Our success with Atlantic Microwave Corporation illustrates that , whether a business is healthy, under performing or distressed, superior valuations can be realized for the selling shareholders by a well-executed approach to a sale or divestiture by merger and acquisition professionals who are knowledgeable about the industry and the intentions of its participants.

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Acrodyne

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Acrodyne

OEM Capital managed the sale process of Acrodyne Industries, Inc. of Plymouth Meeting, Pennsylvania , a closely held company, to Acrodyne Holdings, Inc., a wholly owned subsidiary of a publicly traded corporation without operations. OEM Capital was retained to develop and execute a strategy to assist the selling shareholders in maximizing the value of their holdings.

Acrodyne Industries, Inc. designs and manufactures low and medium power UHF and VHF television broadcast exciters and transmitters for sale directly to television stations in the US and abroad. It had been purchased by its shareholders from Whittaker Corporation, a publicly traded corporation, several years before. Acrodyne Industries, Inc. enjoyed an enviable reputation for responsive service and products that met the most demanding performance requirements in a cost efficient manner.

Acrodyne Holdings, Inc. was able to use its contemplated purchase and the prospects of substantial revenue opportunity of analog to digital television conversion to secure financing for the purchase price and working capital from an underwritten public offering.

As a result of OEM Capital’s efforts, the selling shareholders were able to realize a substantial premium over their original purchase price in an all cash transaction.

Our success with Acrodyne Industries, Inc. illustrates that, whether a business is healthy, under performing or distressed, superior valuations can be realized for the selling shareholders by a well-executed approach to a sale or divestiture by merger and acquisition professionals who are knowledgeable about the industry and the intentions of its participants.

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