comp

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.

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.

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.

Inspectron

Inspectron Corporation, a closely held company based in Chelmsford , Massachusetts , is a technology leader in the development of high-speed optical recognition systems for printed document quality control and packaging verification.

Formscan plc, a publicly traded company headquartered in Frome , England is focused on workflow software and document printing validation systems. The acquisition of the business of Inspectron substantially expands Formscan’s sales and marketing activities in the US and provides it with an expanded product line.

OEM Capital was asked by Inspectron’s venture capital investors to assist the company in managing the sale of its business to maximize shareholder value. Inspectron’ s shareholders believed that the company required a strategic partner with the resources to effectively exploit its proprietary, state-of-the-art technology. Key to a successful engagement was finding and closing a transaction within ninety days.

OEM Capital worked closely with management to prepare a selling memorandum while developing a marketing program aimed at soliciting interest from strategic acquirers, time being of the essence. Using our network of international affiliates, this program elicited several interested parties and a selected group met with management and received a detailed presentation of the business.

As a result of our involvement, Inspectron Corporation was able to conclude a transaction within the time frame required by its investors.

Our success with Inspectron 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.