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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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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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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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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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communications_v_band

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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computers_and_peripheralsafp

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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computers_and_peripherals_temptronic

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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communications_Emrise

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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communications_Emrise_Pascall

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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Electronics_Hughes_Leeds

Leeds Electronics

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Leeds Electronics

Leeds Electronics, headquartered in Chicago, Illinois, is a well-regarded distributor of electro-mechanical and passive electronic components that are sold to commercial and industrial customers. Leeds was established in 1987 and has offices in five states in the Midwest (Illinois, Wisconsin, Minnesota, Indiana, and Ohio).

Hughes Peters, headquartered in Dayton, Ohio, is a distributor of electronic components and supplier of value-added services with offices in for states (Ohio, Pennsylvania, Michigan, and Texas). With its acquisition of Leeds Electronics, the second in a year for Hughes Peters, the company has significantly expanded its geographic footprint in the Midwest and augmented its product line card.

OEM Capital is a merger and acquisition advisory firm with its primary focus on electronics, communications, software and information technology companies. Its professionals have extensive experience in the industries that they cover. As a member firm in the International Network of M&A Partners, (IMAP), OEM Capital is able to expose its clients to potential acquisitions in every major technology market in the world.

OEM Capital was engaged to assist Leeds in finding a buyer. It prepared marketing materials to best reflect the business opportunity and then contacted companies in the US and abroad who it believed could have a serious interest. Through a competitive sale process, a premium valuation was secured.

OEM Capital’s success with Leeds 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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