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Spire Biomedical

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Spire Biomedical

Spire Corporation, a publicly held company (Nasdaq: SPIR) based in Bedford, Massachusetts is a technology leader in the manufacturing of compound semiconductor wafers used in high bandwidth applications, a supplier of manufacturing equipment for assembling photovoltaic modules from solar cells, and a provider of ion implant services for implantable medical devices.

OEM Capital was asked to assist Spire Corporation in managing the sale of the business to one or more buyers to maximize shareholder value. Since the businesses were largely unrelated, we developed a sales program to find and secure synergistic buyers for each business in order to maximize shareholder­ value.

OEM Capital worked closely with the management to isolate the performance of each business and the recasting of historical and budgetary financial data showing the performance of each business and tying the results to the company’s audited financial statements.

Our marketing program elicited several attractive offers. A select group of bidders were invited to meet with management and receive a detailed presentation of the business. As a result of our involvement, Spire Corporation was able to conclude an attractive transaction in a timely manner. The buyer, who wishes its name to remain confidential, secured certain rights to Spire’s ion implant technology for a medical application.

Our success with Spire 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 sales approach by merger and acquisition professionals who are knowledgeable about the industry and the intentions of its participants.

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Visiplex

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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.

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V Band

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V-Band Corporation

V – Band Corporation, a $30 million public company based in Elmsford , New York and listed on NASDAQ, is a leading supplier of turnkey instant access voice communication systems. These systems include sophisticated communications workstations, switching equipment, peripheral products, project management, technical services and wide area network solutions. Its products and services are used worldwide by financial service organizations for the trading of stocks, bonds and other financial instruments as well as mission critical communication requirements for the electric power industry and emergency services providers.

The National Bank of Canada , a major international financial institution, has total assts of over C$50 billion.

OEM Capital was asked to assist V-Band in finding a lender to provide a working capital line. The company, because of its recent history of unprofitable operations, had not been able to develop interest among commercial banks known to it to provide the necessary loan facilities and found the terms and conditions of non-bank lenders unattractive.

OEM Capital helped V-Band present its business prospects in their most favorable light and developed a marketing program which exploited banking contacts whose interests were known to us. Our presentation of the company’s prospects allowed V-Band to secure the desired credit line under favorable terms in a timely manner.

Our success with V-Band 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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Tridex

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Tridex

Tridex Corporation, a publicly held company traded on NASDAQ with its corporate headquarters in New York, New York, is a provider of coaxial connectors for high frequency communication equipment and systems and retail point-of-sale systems.

OEM Capital was asked to assist Tridex Corporation in securing financing to redeem its subordinated debt that was coming due, provide for additional working capital. It also wished to secure an acquisition credit line for contemplated acquisitions. We helped the company prepare a financial plan that stressed the high cash flow of each of the company’s businesses and their inherent enterprise value, which provided excellent collateral, and approached the most likely lenders.

OEM Capital’s presentation of the company’s business prospects to a number of lenders secured the required funding in a timely manner from Heller Financial Services, Inc. The refinancing allowed Tridex Corporation to pay off its publicly held bonds and launch an acquisition program to provide it with additional revenues and cash flow.

Our success with Tridex 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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Communications_Trident_VCI

Vertical Circuits, Inc.

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Vertical Circuits, Inc.

Vertical Circuits, Inc., Scotts Valley, California, is a supplier of high density semiconductor memories and services to commercial, aerospace, and military customers. VCI was formed by the merger of TRW Components International, a unit of TRW, Inc., now a subsidiary of Northrop Grumman Corporation, and Cubic Memory Inc. The Aerospace Engineering Services Division, located in Torrance, California, has three business units: a supplier of high reliability electronic components and design support services to the space industry; a provider of custom, turnkey ground stations for the commercial space industry; and, a developer of aerospace qualified, high density semiconductor memories.

Admiralty Partners, Inc. Los Angeles, California is a private investment firm which invests in the aerospace, defense, and federal information technology industries.

OEM Capital is a mergers and acquisition firm with its primary focus on electronics, communications and information technology companies. As a member firm in the International Network of M&A Partners, it exposes clients to opportunities in every major technology market in the world.

OEM Capital was engaged to assist VCI in finding a buyer for its AES Division, an ongoing part of VCI’s strategy to address and focus on high growth, high volume commercial opportunities for semiconductor die stacking technologies, services, and products for the computer, telecom, and consumer electronics markets. Because of the varied nature of the AES Division’s business units and the close sharing of resources between them, it was impractical to offer each unit separately. We prepared marketing materials to best reflect the business opportunity, contacted companies and private investment firms in the US and abroad who could have a serious interest, and initiated a competitive sale process.

Our success with Vertical Circuits illustrates that 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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computers_and_peripherals_Titan

Titan

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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.

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computers_and_peripherals_Temptronic_Corp

Temptronic

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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.

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Temptronics Intest

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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.

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software_TekSoft

Teksoft

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Teksoft

TekSoft, Inc. develops software for integrating wire frame and solids modeling design with CNC machining, turning and fabricating equipment. Cimtronics, Inc. is a reseller of computer assisted manufacturing software. The company’s parent, OnCourse Technologies, Inc., is a public company that develops, markets and supports proprietary software for manufacturing.

Geometric Software Solutions Co. Ltd., headquartered in Bombay , India , provides product life cycle management solutions to the global mechanical design, manufacturing and industrial markets. The company employs over 1,000 software professionals at its offshore development centers and has wholly owned subsidiaries in the US , Asia and Europe .

OEM Capital was asked by Mertz Associates, Inc. a Milwaukee based firm serving as the exclusive financial advisor to OnCourse Technologies, Inc. and, along with OEM Capital , a member of the International Association of Merger and Acquisition Professionals, to assist it in the sale of TekSoft, Inc. and Cimtronics, Inc. by helping to position the company for a sale and identifying and contacting potential buyers.

OEM Capital worked closely with Mertz Associates, Inc. to develop a marketing program aimed at soliciting interest from strategic acquirers. This program elicited a number of interested parties, from which a few were selected to meet with management and receive a detailed business presentation.

Our success with OnCourse Technologies, Inc. illustrates that superior results can be realized by a well-executed approach by merger and acquisition professionals who are knowledgeable about the industry and the intentions of its participants.

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Technifor SA

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Technifor SA

Technifor SA, based in Miribel France , is the world’s first manufacturer of micro-percussion direct part marking machines for quality control, automatic identification and permanent traceability on metallic or plastic parts. The company also supplies camera based and handheld vision systems for verifying that the correct code has been marked, and for monitoring the marking quality. The company has over 20,000 machines installed worldwide and over 20 years of experience in component marking and data tags using impact, scribing and laser methods .

Castle Harlan, Inc., a US private equity firm was established in 1987 . CHPIII, an investment partnership established in 1997 with $630 million of committed capital is its third fund. Castle Harlan is also an investor in Gravograph Industrie International, the world’s leading manufacturer of engraving equipment under the Gravograph and Hermes brands.

OEM Capital was asked by Societex SA, a French firm serving as the exclusive financial advisor to Technifor SA and, along with OEM Capital , a member of the International Association of Merger and Acquisition Professionals, to assist it in the sale of Technifor SA by identifying and contacting potential buyers in the US .

OEM Capital worked closely with Societex SA to develop a marketing program aimed at soliciting interest from strategic acquirers. This program elicited a number of interested parties, from which a few were selected to meet with management and receive a detailed business presentation.

Our success with Technifor SA illustrates that superior results can be realized by a well-executed sales approach by merger and acquisition professionals who are knowledgeable about the industry and the intentions of its participants and who are connected to a worldwide network of experienced professionals.

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