Halma has acquired FluxData Incorporated

Halma has acquired FluxData Incorporated

OEM Capital assisted Halma plc in its acquisition of FluxData Incorporated. This is the eleventh acquisition that we have helped Halma complete. The cash consideration is $12.0 million with further contingent consideration of up to $15.5 million may be payable based on performance.

FluxData, based in Rochester, New York, designs and manufactures advanced multispectral and digital imaging systems across multiple sectors including industrial and medical applications.

Halma plc, through its subsidiaries, engages in the development, production, and marketing of hazard detection and life protection products. It operates in four segments: Process Safety, Infrastructure Safety, medical and Environmental & Analysis. The Company is headquartered in the United Kingdom.

OEM Capital (www.oemcapital.com) is a technology investment banking firm that provides corporate financial advisory services to both public and private companies. Services offered include strategic advisory, advice on mergers and acquisitions, private placement of debt and/or equity, recapitalizations and financial restructurings, and fairness opinions. Securities offered through Hamilton Grant LLC, a member of FINRA.

OEM Capital’s success with Halma plc illustrates that client objectives can be met by a well-executed approach by investment banking professionals who are knowledgeable about the industry and the intents of its participants.

M C L, Inc

M C L, Inc

M C L, Inc.

M C L, Inc. based in Bolingbrook, Illinois, designs and manufactures high power amplifier products for the satellite communications industry. Communications & Power Industries, LLC is a wholly owned subsidiary of CPI International, Inc., a leading provider of microwave, radio frequency power and control solutions for critical defense, communications, medical and other applications

OEM Capital is a specialty investment banking firm offering corporate finance advisory services to both public and private electronics, communications, software, and information technology companies. Services offered include strategic advisory, mergers and acquisitions advisory, private placements of debt and equity, PIPEs, recapitalizations and restructurings, and financial opinions.

OEM Capital ‘s professionals have extensive experience in the industries they cover. As a founding member of the Alliance of International Corporate Advisors (AICA), OEM Capital provides its clients with access to transactions on a global scale, in every major technology market in the world.

Los Gatos Research, Inc.

Los Gatos Research, Inc.

Los Gatos Research, Inc.

Los Gatos Research, Inc., based in Mountain View, California, designs and manufactures laser-based analyzers used to measure gases, liquids and isotope ratios in a variety of industries. ABB Ltd is a publicly traded company (SWX:ABBN) based in Zurich, Switzerland which provides power and automation technologies for utility and industrial customers worldwide.

OEM Capital is a specialty investment banking firm offering corporate finance advisory services to both public and private electronics, communications, software, and information technology companies. Services offered include strategic advisory, mergers and acquisitions advisory, private placements of debt and equity, PIPEs, recapitalizations and restructurings, and financial opinions.

OEM Capital’s ‘s professionals have extensive experience in the industries they cover. As a founding member of the Alliance of International Corporate Advisors (AICA), OEM Capital provides its clients with access to transactions on a global scale, in every major technology market in the world.

Thermonics Corporation

Thermonics Corporation

Thermonics Corporation

OEM Capital assisted inTEST Corporation and its wholly owned subsidiary, Temptronic Corporation in its acquisition of the business of Thermonics. This is the third acquisition that OEM Capital has advised Temptronic on. Previously, we assisted in its acquisition by inTEST Corporation and, prior to this, in the recapitalization of the Company to realize partial shareholder liquidity.

inTEST Corporation is an independent designer, manufacturer and marketer of temperature management products and ATE interface solutions, which are used by semiconductor manufacturers to perform final testing of integrated circuits (ICs) and wafers. The Company’s high-performance products are designed to enable semiconductor manufacturers to improve the speed, reliability, efficiency and profitability of IC test processes. inTEST’s Thermal Solutions Group provides customized temperature test solutions and offers the industry’s largest breadth of thermal solutions available. The group combines the strengths of Temptronic Corporation, the worldwide leader in temperature forcing systems for the semiconductor and broader electronic test market, and Sigma Systems Corporation, a provider of custom chambers and thermal platforms.

Established in 1976, Sunnyvale, California-based Thermonics is well established in the development of precision temperature testing systems and is a supplier of fast, accurate and reliable temperature-testing equipment. Thermonics’ products provide a range of precision temperature forcing systems used throughout a number of industries, including semiconductors, to verify the performance of products at a range of temperatures. Their systems are in use worldwide, providing high productivity and test accuracy as well as maintenance savings for their customers.

OEM Capital is a specialty investment banking firm offering corporate finance advisory services to both public and private electronics, communications, software, and information technology companies. Services offered include strategic advisory, mergers and acquisitions advisory, private placements of debt and equity, PIPEs, recapitalizations and restructurings, and financial opinions.

OEM Capital ‘s professionals have extensive experience in the industries they cover. As a founding member of the Alliance of International Corporate Advisors (AICA), OEM Capital provides its clients with access to transactions on a global scale, in every major technology market in the world.

Grinnell Systems

Grinnell Systems

Grinnell Systems

Grinnell Systems Corporation, based in San Jose , California , a wholly owned subsidiary of Gulton Industries, Inc., a NYSE listed company, is a developer and manufacturer of image processing systems. Its systems are primarily used in graphical workstations and video teleconferencing systems.

3M Corporation a NYSE listed publicly traded company based in Minneapolis , Minnesota , provides solutions for a wide range of electronics applications. Its Image Processing subsidiary, based in Pasadena , California , is a developer and manufacturer of image processing systems.

OEM Capital was engaged to assist Gulton Industries, Inc. in finding a buyer for Grinnell Systems Corporation. The business, which had been acquired a few years before, had missed a timely introduction of its next generation of products and was experiencing a rapid decline in revenues with a significant negative cash flow. With our advice, the business was restructured to best accommodate a sale and we initiated a competitive sale process.

OEM Capital’s presentation of the company’s value and our knowledge of the industry secured several interested parties.

However, time being of the essence, it was necessary to structure a transaction that would permit a closing within a very short period. This was accomplished by devising purchase orders for the buyer to secure the assets and avoid liability exposure rather than negotiate a purchase and sale agreement. Gulton Industries, Inc. received a price that permitted it to reverse a substantial portion of its reserve for discontinued operations.

Our success with Grinnell Systems Corporation 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.

IRT Corporation

IRT Corporation

IRT Corporation

IRT Corporation, a publicly traded company and a debtor in possession based in San Diego , California , is a developer and manufacturer of X-ray image processing systems for industrial applications.

Thermo Electron Corporation a NYSE listed publicly traded company based in Boston , Massachusetts , provides solutions for a wide range of electronics and instrument applications.

OEM Capital was engaged to assist IRT Corporation in finding a buyer for its business to complete its reorganization program. We worked closely with management to best maximize the value of a sale and we initiated a competitive sale process.

OEM Capital’s presentation of the company’s value and our knowledge of the industry secured several interested parties. However, time being of the essence, it was necessary to structure a transaction that would permit a closing within a very short period.

Our success with IRT Corporation 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.

Temptronic

Temptronic

Temptronic

Temptronic Corporation, a closely held company based in Newton , Massachusetts is a technology and market leader in the design and manufacture of equipment used to provide in-situ temperature cycling for production and development stage electrical testing of semiconductor wafers and electronic devices.

OEM Capital was asked to assist Temptronic Corporation in re-capitalizing the company, whose founder and controlling shareholder wished to liquidate a large portion of his holdings for retirement purposes but not to transfer voting control to a new investor group.

We worked closely with management to prepare detailed, multi-year cash flow projections and devised a financing structure which would minimize dilution to the non-selling shareholders and be attractive to the largest number of new investors.

OEM Capital approached the company’s lender as well as other financial institutions. We negotiated a US$3.5 million increase to the company’s credit line with a new lender which also gave Temptronic Corporation the

flexibility of using up to US$2 million of the credit line for the redemption of common shares.

In parallel with this activity, we carefully selected and approached a limited number of institutional investors and secured a number of attractive investment proposals. Working closely with the controlling shareholder, we helped develop an attractive proposal from the company’s Japanese distributor in conjunction with a shareholder redemption program using the company’s existing employee stock ownership program.

As a result of our program, selling shareholders were able to liquidate all or part of their holdings while non-selling shareholders were able to modestly increase their ownership percentage without increasing the company’s debt.

Our success with Temptronic Corporation illustrates that superior valuations­ can be realized for shareholders by a well executed approach by merger and acquisition professionals who are knowledgeable about the industry and the intentions of its participants.

Temptronics Intest

Temptronics Intest

Temptronics Intest

Temptronic Corporation, a closely held company based in Newton , Massachusetts is a technology and market leader in the design and manufacture of equipment used to provide in-situ temperature cycling for production and development stage electrical testing of semiconductor wafers and electronic devices.

InTest Corporation, a publicly held company (Nasdaq INTT) based in Cherry Hill, New Jersey is a leader in the design and manufacture of docking hardware, test head manipulators and tester interfaces which are used with automatic test equipment by semiconductor manufacturers during the testing of wafers and packaged devices.

OEM Capital , which had assisted the company in its recapitalization a few years before, was asked back to assist Temptronic Corporation in managing the sale or merger of its business to help unlock shareholder value. As the company and its industry was rebounding from a depressed semiconductor capital equipment market, we believed that the best way to command a premium price in a tax advantaged way would be by merging it with an attractive, publicly traded company.

OEM Capital worked closely with management and used our industry contacts to network with a number of key executives at the companies we had targeted. Interested parties were then invited for a detailed presentation on the prospects of the business and an opportunity to interact with senior management.

As a result of our management of the sale process, Temptronic’s shareholders were able to realize a multiple of revenues valuation for their company that was more than five times that of a recent business appraisal . At the same time, InTest shareholders benefit from a merger that is accretive to its earnings per share and provides an opportunity for an increased price-to-earnings multiple arising from a higher market capitalization and the larger number of shares in its public ‘float’.

Our success with Temptronic Corporation illustrates that superior valuations­ can be realized for shareholders by a well executed approach by merger and acquisition professionals who are knowledgeable about the industry and the intentions of its participants.

Visiplex

Visiplex

Visiplex

AFP Imaging Corp., a NASDAQ listed company based in Elmsford, New York, is a manufacturer of imaging equipment sold worldwide to the medical, dental and publishing industries.

Visiplex Instruments Ltd., a privately held company also located in Elmsford , New York , manufactures and markets compact electronic imaging cameras and very high resolution cathode ray tube monitors for inclusion into computer aided tomography, magnetic resonance, ultrasound and nuclear medicine equipment.

OEM Capital was asked to assist AFP Imaging Corp. in securing the acquisition. Visiplex Instruments Ltd. was unprofitable and AFP Imaging Corp. was just beginning to show profits after large losses incurred from restructuring its operations. We helped management prepare a financially sound post-acquisition consolidation program and devised a financial structure attractive to lenders.

OEM Capital’s presentation of the acquisition’s attractiveness showed relatively modest risk while the opportunity’s exposure to a large number of potential lenders caused the company’s existing lender to reconsider the line of credit amount it had initially proposed prior to our involvement. Our work resulted in a loan over 50% higher than the company’s lender was initially prepared to fund.

Our success with AFP Imaging Corp. illustrates that, whether a business is healthy, under performing 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.

Titan

Titan

Titan

Titan Electronics, a division of The Titan Corporation (NYSE: TTN) located in San Diego, California, is a specialty supplier of VME and Multibus products sold predominantly to prime defense contractors worldwide. These products provide real-time computing capabilities in harsh environments.

SCI Technology, Inc., a, wholly owned subsidiary of SCI Systems, Inc. (NASDAQ), is located in Huntsville , Alabama . SCI Systems, Inc. is a diversified, multibillion dollar electronics company with worldwide operations which sell into the computer, aerospace, defense, telecommunication, medical and entertainment industries.

OEM Capital was engaged to assist Titan in finding a buyer for its Electronics Division, which no longer fit Titan’s new corporate strategy of focusing on information systems and services to commercial and government customers. Working with management, we prepared marketing materials to best reflect the incremental profit contribution that could be realized by a synergistic acquirer. We then initiated a sale process which was timed to coincide with the improving fortunes of the business.

OEM Capital contacted over 100 companies in the US and abroad who we believed could have a serious interest. After developing a competitive bidding environment, the final price realized was substantially above offers Titan Corporation had received immediately prior to our involvement in the sale process. In addition, during the period of our active involvement, Titan Electronics was able to ship almost all its order backlog and receive the full benefit from these revenues.

Our success with Titan Electronics 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.