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Roxboro Group PLC

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Roxboro Group PLC

Roxboro Group PLC (now known as Dialight PLC) acquired the business of Norwich Aero Products Inc. (Norwich) from a group of private investors and management. Nowich was integrated into Roxboro’s Weston Aerospace operation located in Hampshire, United Kingdom.

Both Norwich and Weston manufacture temperature sensors used primarily in aerospace applications as well as environmentally demanding industrial applications. Key customers of Norwich included Pratt & Whitney and GE Aero Engines, while Weston served IAE and Rolls Royce in Europe. The merger was immediately synergistic, allowing Norwich to sell qualified components and replacement parts to US Customers, while Weston picked up the European spares and service business for Norwich.

Roxboro integrated the two companies and increased sales over 200%, four years after completing the acquisition Roxboro sold its Weston aerospace sensors division to Esterline Technologies for £55 million.

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.

OEM Capital can also assist companies in achieving their strategic plans for growth by arranging for growth capital or acquisition financing.

OEM Capital’s success with buy-side clients illustrates that strategic acquisitions can work to create shareholder value and enhance long-term financial performance. We work as an extension of our client’s corporate development team, and can often add-value by convincing the “not for sale” acquisition target that a strategic sale to a synergistic partner is in the best interests of all shareholders and managers.

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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_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_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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Summitek_Tombstone

Summitek

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Summitek

Summitek Instruments, Inc., a closely held company based in Englewood , Colorado , is a technology leader in the development of interference testing instrumentation for wireless applications.

Smiths Group plc, a publicly traded company headquartered in London, England with annual revenues over US$5,000 million, is focused on avionic systems, medical equipment, seals, and electrical interconnect systems, components and devices. The acquisition of Summitek Instruments, Inc. expands its activities in specialized products for electronic and microwave applications in the aerospace, space, defense and communications sectors.

OEM Capital was asked to assist Summitek Instruments, Inc. in managing the sale of its business to maximize shareholder value. Its shareholders believed that, in light of significant market opportunities for its products and technology, it was strategically important that it become part of a larger company.

OEM Capital worked closely with the management to groom the company prior to beginning its marketing program. We assisted in strategic planning, including the preparation of multi-year financial projections, and developed a marketing program aimed at soliciting interest from strategic acquirers. This program elicited several attractive offers and a selected group met with management and received a detailed presentation of the business.

As a result of our involvement, Summitek Instruments, Inc. was able to conclude a transaction in a timely manner with a cash price at closing of almost two times the company’s current year revenues plus a significant earn-out opportunity.

Our success with Summitek Instruments, Inc. illustrates that superior valuations can be realized through 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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MCT_Tombstone

Micro Component Technology

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Micro Component Technology

OEM Capital provided Micro Component Technology, Inc.’s Board of Directors with a Fairness Opinion regarding the terms and conditions of their private placement of a secured note from Laurus Capital Management, LLC.

As a result of our involvement, the Board of Directors of Micro Component Technology were provided with an independent, objective, professional opinion on the fairness of the terms and conditions of the financing agreement between the Company and Laurus Capital Management, LLC.

Laurus Capital Management, LLC is a privately-owned investment company.

Micro Component Technology, Inc. designs, manufactures, markets, and services automated test handling equipment for the semiconductor industry. The Company sells its products primarily to semiconductor manufacturers and third party test and assembly companies.

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, and as a founding member of the Alliance of International Corporate Advisors (AICA), OEM Capital can provide our clients with access to transactions on a global scale, in every major technology market in the world.

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Electronics_AST_Macro

American Sensor Technologies

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American Sensor Technologies (“AST”)

American Sensor Technologies (“AST”) designs, manufactures and sells high reliability, high performance pressure sensors incorporating state-of-the-art Micro Electro Mechanical Structures (MEMS) nano-technology. The Company was established in 1999, and today AST is the recognized leader in high-performance pressure sensors utilizing MEMS technology for applications that require low cost and superior performance.

Macro Sensors is a leader in Linear Variable Differential Transformer (LVDT) based position sensors and support electronics. Serving many of the same markets and customers, Macro Sensors was immediately accretive to ASTs earnings.

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 can also assist companies in achieving their strategic plans for growth by arranging for growth capital or acquisition financing. For AST, mezzanine financing was secured to finance the acquisition of Macro Sensors.

OEM Capital’s success with buy-side clients illustrates that strategic acquisitions can work to create shareholder value and enhance long-term financial performance. We work as an extension of our client’s corporate development team, and can often add-value by convincing the “not for sale” acquisition target that a strategic sale to a synergistic partner is in the best interests of all shareholders and managers.

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electronics_AFP_imaging

AFP Imaging

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AFP Imaging

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.

OEM Capital was asked to assist AFP Imaging Corp. in increasing its credit line to secure an acquisition. The company it was seeking to acquire 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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MedicelTombstone

Medicel

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Medicel AG

OEM Capital and our international partner Kurmann Partners assisted Halma plc in its acquisition of Medicel AG. This is the sixth acquisition that OEM Capital has advised Halma on. Previously, we assisted in the acquisitions of Ocean Optics, Labsphere, Oerlikon Optics, SphereOptics and Accudynamics

As a result of OEM Capital and Kurmann Partners’ involvement in the acquisition process, Halma was able to close another acquisition of a company that is complementary to existing group strategy.

Medicel AG, based in Switzerland, designs and manufactures single-use injector devices used for Intra Ocular Lenses used in cataract surgery and also manufactures phacoemulsification products used in the same procedure.

Halma plc, through its subsidiaries, engages in the development, production, and marketing of hazard detection and life protection products. It operates in three segments: Infrastructure Sensors, Health and Analysis, and Industrial Safety. The Company is headquartered in the United Kingdom.

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 can provide our clients with access to transactions on a global scale, in every major technology market in the world.

Return to Selected Transactions