KippsDeSanto & Co. Advises Max-Viz, Inc. on its Sale to Astronics Corporation

KippsDeSanto & Co. is pleased to send you the attached press release announcing the acquisition of our client, Max-Viz, Inc. (“Max-Viz”), by Astronics Corporation (“Astronics”).  Astronics acquired Max-Viz to expand its specialized and technologically innovative products offered to aerospace and defense customers.  The transaction closed on July 30, 2012.

Headquartered in Portland, Oregon, Max-Viz is a leader in the design and production of enhanced vision systems (“EVS”) for the civilian and military aviation industry.  The Company’s customers primarily include business jet, general aviation, and rotorcraft OEMs, as well as aftermarket customers in these sectors.  Max-Viz’s EVS enable increased pilot visibility and safer flight operations in darkness and adverse weather conditions, such as precipitation, fog, smoke, dust (brownout), and haze.  Max-Viz’s products utilize infrared (“IR”) and visible light imagery, as well as proprietary processing technologies to present pilots with reliable imagery in otherwise low visibility environments, significantly enhancing situational awareness.  Max-Viz systems are designed to be integrated with a variety of existing displays, avoiding the need for another device in already crowded cockpits.  Max-Viz has the largest installed base in the industry, with considerable presence in the aftermarket and growing adoption on OEM new builds.

We believe this transaction demonstrates several key trends in the aerospace and defense technology M&A environment:

  • Keen interest in leading technologies that enhance capabilities and performance of diverse, existing aerospace assets in dynamic ways
  • Continued near and long-term confidence in the commercial aerospace and business jet markets, including both fixed and rotary wing platforms
  • Appetite for proprietary, technology-driven solutions to penetrate target customers and markets
  • Value of compelling growth trajectory supported by ongoing investment, embedded position / installed base, and recurring revenue streams

KippsDeSanto & Co. is an investment bank focused on delivering exceptional M&A and financing transaction results for leading technology and defense companies.  For more information on KippsDeSanto & Co., please visit www.kippsdesanto.com.

We welcome the opportunity to discuss how KippsDeSanto & Co. can help you achieve your strategic objectives.  For more information on this particular transaction, please contact one of the deal team leaders below.

KippsDeSanto & Co., member FINRA/SIPC, is not affiliated with other companies mentioned herein

PRESS RELEASE

Astronics Corporation Acquires Enhanced Vision Systems Provider Max-Viz, Inc.

EAST AURORA, N.Y.–(BUSINESS WIRE)–Jul. 31, 2012– Astronics Corporation (NASDAQ:  ATRO), a leading provider of advanced technologies for the global aerospace and defense industries, today announced that it has acquired privately-held Max-Viz, Inc. (“Max-Viz”), a market-leading developer and designer of Enhanced Vision Systems (EVS) for fixed and rotary wing aircraft through both OEM and aftermarket channels in the general aviation, commercial and military aerospace markets for $10 million in cash. Additional purchase consideration of up to $8.0 million may be paid by Astronics if Max-Viz achieves certain revenue targets in 2013, 2014 and 2015.

Founded in 2001 in Portland, OR, Max-Viz had 2011 revenue of $5.4 million and backlog of $3.0 million at the end of 2011, and is projecting 2012 full-year revenue in the range of $7.0 million to $8.0 million. Max-Viz’s EVS product line fuses infrared and visible imagery allowing real-time display to pilots for increased visibility in adverse weather conditions, such as darkness, precipitation, fog, dust and smoke.

“The Max-Viz acquisition fits well with our strategy to broaden our product and technology offerings to the aerospace and defense industry,” commented Peter J. Gundermann, President and CEO of Astronics. “They are a leading provider of EVS technology having earned FAA certification for installation on more than 200 different fixed wing and rotary wing aircraft models across various manufacturers. We expect that Max-Viz will continue its growth through innovation, quality and its solid pipeline of opportunities.”

Astronics expects the acquisition to be slightly accretive in 2012. KippsDeSanto & Co. acted as exclusive financial advisor to Max-Viz, Inc. on this transaction.

ABOUT ASTRONICS CORPORATION

Astronics Corporation is a leader in advanced, high-performance lighting, electrical power, avionics databus products and automated test systems for the global aerospace and defense industries. Astronics’ strategy is to develop and maintain positions of technical leadership in its chosen aerospace and defense markets, to leverage those positions to grow the amount of content and volume of product it sells to those markets and to selectively acquire businesses with similar technical capabilities that could benefit from our leadership position and strategic direction. Astronics Corporation, and its wholly-owned subsidiaries, Astronics Advanced Electronic Systems Corp., Ballard Technology, Inc., DME Corporation and Luminescent Systems Inc., have a reputation for high-quality designs, exceptional responsiveness, strong brand recognition and best-in-class manufacturing practices. The Company routinely posts news and other important information on its website at www.astronics.com.

For more information on Astronics and its products, visit its website at www.astronics.com.

Safe Harbor Statement

This news release contains forward-looking statements as defined by the Securities Exchange Act of 1934. One can identify these forward-looking statements by the use of the words “expect,” “anticipate,” “plan,” “may,” “will,” “estimate” or other similar expressions. Because such statements apply to future events, they are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by the statements. Important factors that could cause actual results to differ materially include the state of the aerospace and defense industries, the market acceptance of newly developed products, internal production capabilities, the timing of orders received, the status of customer certification processes, the demand for and market acceptance of new or existing aircraft which contain the Company’s products, customer preferences, and other factors which are described in filings by Astronics with the Securities and Exchange Commission. The Company assumes no obligation to update forward-looking information in this news release whether to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results, financial conditions or prospects, or otherwise.

Source:  Astronics Corporation

Astronics Corporation
David C. Burney, 716-805-1599 ext. 159
Chief Financial Officer
david.burney@astronics.com

or

Investor Relations:
Kei Advisors LLC
Deborah K. Pawlowski, 716-843-3908
dpawlowski@keiadvisors.com

KippsDeSanto & Co. Advises Ballard Technology, Inc. on its Sale to Astronics Corporation

KippsDeSanto & Co. is pleased to send you the attached press release announcing the acquisition of our client, Ballard Technology, Inc. (“Ballard”), by Astronics Corporation (“Astronics”).  Astronics acquired Ballard to expand its specialized highly-engineered products and technologies offered to aerospace and defense customers.  The transaction was announced and closed on November 30, 2011.

Headquartered in Everett, Washington, Ballard is a leader in the design and production of avionics interface solutions for commercial and military aerospace applications.  Ballard’s product areas include (i) the Avionics BusBox family of self-contained embedded interface devices and rugged computers, (ii) embedded and test interface cards, (iii) peripheral databus interface devices, and (iv) CoPilot software and accessories.  These proprietary databus solutions are key to the operations and support of a wide range of military and commercial aircraft, including fixed wing, rotary wing, and unmanned systems, as well as to test, simulation, analysis, and embedded applications that interface with all industry standard protocols / interfaces.  The Company is trusted with its customers’ most critical interconnect and communication challenges supporting navigation, controls, displays, sensors, and other avionics systems.

We believe this transaction demonstrates several key trends in the aerospace and defense technology M&A environment:

  • Buyers looking to acquire proprietary technology and intellectual property to complement and expand upon existing solutions
  • Growing demand for highly-engineered data-centric products for aftermarket and OEM builds within the military and commercial aerospace markets
  • Value proposition of multiple touch points and strong relationships with a diverse array of customers on attractive platforms
  • Proven financial track record, strong profit margins, and solid growth profile remain at the forefront of industry acquisition criteria

KippsDeSanto & Co. is an investment bank focused on delivering exceptional M&A and financing transaction results for leading technology and defense companies.  For more information on KippsDeSanto & Co., please visit www.kippsdesanto.com.

We welcome the opportunity to discuss how KippsDeSanto & Co. can help you achieve your strategic objectives.

KippsDeSanto & Co., member FINRA/SIPC, is not affiliated with other companies mentioned herein

 

PRESS RELEASE

Astronics Acquires Avionics Interface Solutions Supplier Ballard Technology, Inc.
Addresses market for high quality, specialty avionics databus interface solutions for defense and commercial aerospace applications

EAST AURORA, N.Y., Nov 30, 2011 (BUSINESS WIRE) —

Astronics Corporation (NASDAQ: ATRO), a leader in advanced, high-performance lighting, electrical power and automated test systems for the global aerospace and defense industries, today announced that it has acquired privately-held Ballard Technology, Inc., an Everett, WA company that designs and produces avionics interface solutions for defense and commercial aerospace applications. Astronics acquired all of the stock of Ballard for $24 million in cash. An additional purchase consideration of up to $5.5 million may be paid by Astronics if Ballard achieves certain revenue growth targets over each of the next five years.

Founded in 1986, Ballard is projecting 2011 annual revenue of approximately $11.0 million, achieving a compound annual growth rate during the previous three years of over 20%. Ballard’s databus products can be used anytime avionics systems on an aircraft are upgraded.

Peter J. Gundermann, President and CEO of Astronics, commented, “The acquisition of Ballard advances our strategy to develop and maintain positions of technical leadership while diversifying the products and technologies we currently offer to our targeted aerospace and defense customers. Like us, Ballard provides highly-engineered products and has built a brand based on quality, service and innovative designs. We believe that the business has solid growth potential and our capabilities will complement their efforts. In addition, Ballard is a solidly profitable business. Our acquisition price is roughly six times projected 2011 income before tax, and we expect the acquisition to be accretive in 2012.”

ABOUT ASTRONICS CORPORATION

Astronics Corporation is a leader in advanced, high-performance lighting, electrical power and automated test systems for the global aerospace and defense industries. Astronics’ strategy is to develop and maintain positions of technical leadership in its chosen aerospace and defense markets, to leverage those positions to grow the amount of content and volume of product it sells to those markets and to selectively acquire businesses with similar technical capabilities that could benefit from our leadership position and strategic direction. Astronics Corporation, and its wholly- owned subsidiaries, Astronics Advanced Electronic Systems Corp., DME Corporation and Luminescent Systems Inc., have a reputation for high-quality designs, exceptional responsiveness, strong brand recognition and best-in-class manufacturing practices. The Company routinely posts news and other important information on its Web site at www.Astronics.com.

For more information on Astronics and its products, visit its Web site at www.Astronics.com.

Safe Harbor Statement

This news release contains forward-looking statements as defined by the Securities Exchange Act of 1934. One can identify these forward-looking statements by the use of the words “expect,” “anticipate,” “plan,” “may,” “will,” “estimate” or other similar expressions. Because such statements apply to future events, they are subject to risks and uncertainties that could cause the actual results to differ materially from those contemplated by the statements. Important factors that could cause actual results to differ materially include the ability of Ballard to continue its growth and achieve expected profit margins, the state of the aerospace and defense industries, the market acceptance of newly developed products, internal production capabilities, the timing of orders received, the status of customer certification processes, the demand for and market acceptance of new or existing aircraft which contain the Company’s products, customer preferences, and other factors which are described in filings by Astronics with the Securities and Exchange Commission. The Company assumes no obligation to update forward-looking information in this news release whether to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results, financial conditions or prospects, or otherwise.

SOURCE: Astronics Corporation

Astronics Corporation

David C. Burney, 716-805-1599 ext. 159

Chief Financial Officer

Email: david.burney@astronics.com

or

Investor Relations:

Kei Advisors LLC

Deborah K. Pawlowski, 716-843-3908

Email: dpawlowski@keiadvisors.com

BTS

KippsDeSanto & Co. Advises EchoStorm on Its Sale to ITT Corporation

KippsDeSanto & Co. is pleased to send you the attached press release announcing the acquisition of our client, EchoStorm Worldwide, LLC (“EchoStorm”), by ITT Corporation (“ITT”). ITT acquired EchoStorm to expand its Intelligence, Surveillance, and Reconnaissance (“ISR”) capabilities with a leading product suite of Full Motion Video (“FMV”) technologies in support of Unmanned Aerial Vehicle (“UAV”) initiatives. The transaction closed on December 17, 2010.

Headquartered in Suffolk, Virginia, EchoStorm is a leading ISR solution provider of net-centric, FMV management products that complement many key UAV platforms. The Company’s software technologies, including the flagship adLib product, provide web-based, standards-compliant solutions for capturing, processing, storing, and disseminating FMV from manned and unmanned vehicles and ground-based sensors. Moreover, EchoStorm products deliver multifaceted ISR functions to enable analysts to seamlessly search for, organize, annotate, and exploit an array of different sensor video data through a format-agnostic, fully-interoperable medium. EchoStorm’s proprietary product suite supports mission critical analysis functions across a diverse group of end users making sense of data collected from manned and unmanned platforms.

We believe this transaction demonstrates several key trends in the defense M&A environment:

  • Robust growth trends continuing across the global ISR market, with a specific focus on capabilities enhancing the efficacy of UAV assets.
  • Buyers looking to acquire proprietary technology and intellectual property to complement and expand upon existing solutions.
  • Military and intelligence users demanding advanced solutions to manage the rapid ingest of video data, which widely outstrips current processing capabilities.
  • Value of strong relationships with well-funded customers in priority budget areas.

KippsDeSanto & Co. is an investment bank focused on delivering exceptional M&A and financing transaction results for leading technology and defense companies. For more information on KippsDeSanto & Co., please visit www.kippsdesanto.com.

We welcome the opportunity to discuss how KippsDeSanto & Co. can help you achieve your strategic objectives.

KippsDeSanto & Co., member FINRA/SIPC, is not affiliated with other companies mentioned herein

 

PRESS RELEASE

ITT Completes Acquisition of EchoStorm Worldwide’s Business Operations

ROCHESTER, N.Y., December 17, 2010 — ITT Corporation (NYSE: ITT) has completed the previously announced acquisition of the business operations of EchoStorm Worldwide. Terms of the acquisition were not disclosed.

EchoStorm, founded in 2003, provides a suite of secure, net-centric commercial products that enables users to capture, manage, and disseminate full-motion video in near real time as well as address the common issues involved with system interoperability and bandwidth.

“Today’s full motion video users are drowning in data, and need effective software to manage, share and analyze that information,” said Bruce Wald, vice president of ITT’s Night Vision & Imaging business. “EchoStorm’s proven solutions for full-motion video give operators easy, fast and cost-effective access to critical video and data in real-time, thereby reducing lengthy analysis and putting actionable intelligence in the hands of end users more rapidly.”

EchoStorm’s business operations will be integrated into ITT Geospatial Systems’ Night Vision & Imaging business area, where EchoStorm’s operationally proven software technology products including adLIB, Convene, FunnelCloud, and MDAR/RADAR, will become key additions to the Geospatial Information Solutions business.

ITT Geospatial Systems, headquartered in Rochester, N.Y., is a global supplier of innovative night vision, remote sensing and navigation solutions that provide sight and situational awareness at the space, airborne, ground and soldier levels. ITT Geospatial Systems’ solutions range from image and data capture to processing and dissemination. Key applications include image intensification and thermal imaging; advanced power supplies; multi-spectral image systems; weather and climate monitoring; space science; intelligence, surveillance and reconnaissance; GPS-based positioning, navigation and timing systems; and image exploitation software. Using our technologies, customers can move beyond mere image acquisition to image interchange and true knowledge sharing. www.geospatial.itt.com

About ITT Corporation
ITT Corporation is a high-technology engineering and manufacturing company operating on all seven continents in three vital markets: water and fluids management, global defense and security, and motion and flow control. With a heritage of innovation, ITT partners with its customers to deliver extraordinary solutions that create more livable environments, provide protection and safety and connect our world. Headquartered in White Plains, N.Y., the company reported 2009 revenue of $10.9 billion. www.itt.com

Safe Harbor Statement
Certain material presented herein includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements that describe the Company’s business strategy, outlook, objectives, plans, intentions or goals, and any discussion of future operating or financial performance. Whenever used, words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target” and other terms of similar meaning are intended to identify such forward-looking statements. Forward-looking statements are uncertain and to some extent unpredictable, and involve known and unknown risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed or implied in, or reasonably inferred from, such forward-looking statements. Factors that could cause results to differ materially from those anticipated include: Economic, political and social conditions in the countries in which we conduct our businesses; Changes in U.S. or international government defense budgets; Decline in consumer spending; Sales and revenue mix and pricing levels; Availability of adequate labor, commodities, supplies and raw materials; Interest and foreign currency exchange rate fluctuations and changes in local government regulations; Competition, industry capacity and production rates; Ability of third parties, including our commercial partners, counterparties, financial institutions and insurers, to comply with their commitments to us; Our ability to borrow or to refinance our existing indebtedness and availability of liquidity sufficient to meet our needs; Changes in the value of goodwill or intangible assets; Our ability to achieve stated synergies or cost savings from acquisitions or divestitures; The number of personal injury claims filed against the company or the degree of liability; Uncertainties with respect to our estimation of asbestos liability exposures, third party recoveries, and net cash flow; Our ability to effect restructuring and cost reduction programs and realize savings from such actions; Government regulations and compliance therewith, including compliance with and costs associated with new Dodd-Frank legislation; Changes in technology; Intellectual property matters; Governmental investigations; Potential future employee benefit plan contributions and other employment and pension matters; Contingencies related to actual or alleged environmental contamination, claims and concerns; Changes in generally accepted accounting principles; Other factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and our other filings with the Securities and Exchange Commission.

The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Press Contact:
Steve Brecken
tel +1 540 525 5660
steve.brecken@itt.com

Investor Contact:
Thomas Scalera
tel +1 914 641 2030
thomas.scalera@itt.com

KippsDeSanto & Co. Advises CenTauri Solutions, LLC on Its Sale to Computer Sciences Corporation

KippsDeSanto & Co. is pleased to send you the attached press release announcing the acquisition of our client, CenTauri Solutions, LLC (“CenTauri”), by Computer Sciences Corporation (“CSC”). CSC acquired CenTauri to deepen its intelligence analysis, information system integration, and command, control, communications, computers, intelligence, surveillance, and reconnaissance (“C4ISR”) platform integration capabilities, and assume a prime position on the $6.6 billion Defense Intelligence Agency’s (“DIA”) Solutions for the Information Technology Enterprise (“SITE”) contract vehicle. The transaction closed on December 17, 2010.

Headquartered in Alexandria, Virginia, with significant operations in Tampa, Florida and Charlottesville, Virginia, CenTauri provides C4ISR solutions to key components of the Intelligence, National Security, and Homeland Security communities primarily in the areas of intelligence analysis, information systems, and technology. In addition, the Company possesses world-class technical design, engineering, and integration of select ISR systems supporting military and paramilitary missions, including a wide range of sensor systems. CenTauri is the developer and systems integrator for emerging unmanned aerial systems (“UAS”) for improvised explosive device (“IED”) detection, force protection, and other ISR missions.

We believe this transaction represents a number of key trends in government and defense technology M&A:

  • Companies poised to capitalize on attractive C4ISR and Intelligence Community market opportunities remain at the forefront of industry acquisition criteria;
  • Buyers and investors are becoming more sophisticated when evaluating Small Business contracts; however, prime positions on large, long-term contract vehicles awarded on a F&O basis (or transitionable) drive value;
  • High-growth potential is a key discriminator for buyers given the current budget environment, and;
  • Next-generation technologies, such as UAS and related ISR platforms, are highly sought after in the context of today’s threat environment and tactical Warfighter needs.

KippsDeSanto & Co. is an investment bank focused on delivering exceptional M&A and financing transaction results for leading technology and defense companies. For more information on KippsDeSanto & Co., please visit www.kippsdesanto.com.

We welcome the opportunity to discuss how KippsDeSanto & Co. can help you achieve your strategic objectives.

KippsDeSanto & Co., member FINRA/SIPC, is not affiliated with other companies mentioned herein

 

PRESS RELEASE

CSC Acquires CenTauri Solutions
Acquisition Strengthens CSC’s Intelligence, Surveillance and Reconnaissance Systems Capabilities and Enhances Opportunities in Intelligence Community IT Services

FALLS CHURCH, Va., Dec. 20 — CSC (NYSE: CSC) today announced that it has acquired CenTauri Solutions, LLC. The company, based in Alexandria, Va., provides information technology (IT) systems and services, systems engineering and intelligence analysis, as well as intelligence, surveillance and reconnaissance (ISR) solutions that serve the national security and intelligence communities. Terms of the acquisition were not disclosed.

The acquisition will enable CSC to deliver IT services and solutions as a prime contractor through the Defense Intelligence Agency’s $6.6 billion Solutions for Information Technology Enterprises indefinite-delivery/indefinite-quantity contract. CenTauri Solutions also strengthens CSC’s systems integration capabilities in sensor integration, intelligence processing and in-theater analysis and exploitation.

“With the addition of CenTauri Solutions, CSC strengthens our capabilities in providing IT services and systems integration solutions that deliver value to the Defense Intelligence Agency and C4ISR customers,” said James W. Sheaffer, president of CSC’s North American Public Sector line of business. “We are excited to help bring to market CenTauri Solution’s innovative products in the areas of ISR, video surveillance and other disciplines.”

CenTauri Solutions’ 84 employees will be a part of CSC’s Intelligence business area, which provides IT services and solutions, systems integration and operations support to the Intelligence Community.

About CSC
CSC is a global leader in providing technology-enabled solutions and services through three primary lines of business. These include Business Solutions and Services, the Managed Services Sector and the North American Public Sector. CSC’s advanced capabilities include system design and integration, information technology and business process outsourcing, applications software development, Web and application hosting, mission support and management consulting. The company has been recognized as a leader in the industry, including being named by FORTUNE Magazine as one of the World’s Most Admired Companies for Information Technology Services (2010). Headquartered in Falls Church, Va., CSC has approximately 94,000 employees and reported revenue of $16.1 billion for the 12 months ended October 1, 2010. For more information, visit the company’s website at www.csc.com.

All statements in this press release and in all future press releases that do not directly and exclusively relate to historical facts constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements represent the company’s intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors, many of which are outside the company’s control. These factors could cause actual results to differ materially from such forward-looking statements. For a written description of these factors, see the section titled “Risk Factors” in CSC’s Form 10-K for the fiscal year ended April 3, 2009 and any updating information in subsequent SEC filings. The company disclaims any intention or obligation to update these forward-looking statements whether as a result of subsequent event or otherwise, except as required by law.

KippsDeSanto & Co. Advises Adaptive Materials on Its Sale to Ultra Electronics

KippsDeSanto & Co. is pleased to send you the attached press release announcing the acquisition of our client, Adaptive Materials, Inc. (“AMI”), by UK-based Ultra Electronics Holdings plc (“Ultra”). Headquartered in Ann Arbor, Michigan, AMI is a provider of portable power solutions based on miniaturized Solid Oxide Fuel Cell (“SOFC”) technology to military and commercial customers. Ultra completed the acquisition to expand into the burgeoning market for portable energy solutions. The transaction closed on December 31, 2010.

AMI designs, develops, and produces sophisticated fuel cells that generate between 50 and 500 watts of power and are capable of replacing energy sources from small batteries to generators and engines. The Company draws on its intellectual property and unique manufacturing capabilities to produce high-density power solutions that rely on readily-available, inexpensive propane fuel and offer increased device runtimes without adding weight, volume, emissions, or noise. AMI fuel cells can be leveraged across a range of applications, including small Unmanned Aerial Vehicles (“UAV”), soldier-portable electronics, remote sensors, emergency response radios, and recreational vehicles.

We believe this transaction demonstrates several key trends in the defense M&A environment:

  • Increasing focus on technologies that can disruptively enhance capabilities and performance of existing platforms and assets (e.g. UAV that can fly 10 times longer)
  • Strengthened appetite for soldier-portable power solutions that improve warfighter safety and effectiveness by minimizing incremental weight burden
  • Keen interest in solutions that alleviate logistical burdens placed on the DoD’s supply chain
  • Foreign-based defense contractors angling to penetrate the U.S. defense market through acquisitions of targets providing in-demand technologies

KippsDeSanto & Co. is an investment bank focused on delivering exceptional M&A and financing transaction results for leading technology and defense companies. For more information on KippsDeSanto & Co., please visit www.kippsdesanto.com.

We welcome the opportunity to discuss how KippsDeSanto & Co. can help you achieve your strategic objectives.

KippsDeSanto & Co., member FINRA/SIPC, is not affiliated with other companies mentioned herein

 

PRESS RELEASE

Ultra agrees to acquire Adaptive Materials for $23m

Ultra announces that it has acquired Adaptive Materials Inc. from its founders, Dr Aaron and Michelle Crumm for an initial cash consideration of $23.0m. A further sum of up to $5.0m will be payable if certain performance-based measures are achieved by 31 December 2013.

Adaptive Materials designs and manufactures portable power solutions in the 50W – 300W range. Adaptive Materials has developed Solid Oxide Fuel Cells (SOFCs) that run on propane and provide more power in less space than competing technologies. Propane is an inexpensive fuel source which is readily available globally, and can be easily sourced in all current operational areas. Propane fuel cells deliver nine times the energy density of conventional batteries. Its products are suitable for niche applications where the power requirements are too small for conventional generators and too large for batteries.

Applications in the defence market for the fuel cell technology developed by Adaptive Materials include:

  • individual soldiers; to power the increasing range of soldier-borne electronic equipment
  • Unmanned Air Vehicles and Unmanned Ground Vehicles; to increase endurance compared to
    batteries and provide near silent operation compared to internal combustion engines
  • remote sensors; to enhance the life of unattended sensor systems

Customer confidence in the technology developed by Adaptive Materials has been demonstrated by the award in recent years of over $45m of engineering funding from the US DoD and other research agencies. Adaptive Materials has a significant IP portfolio and is now preparing to enter volume production. It employs around 50 staff, including 15 engineers, operating from a facility in Ann Arbor, Michigan, USA.

The acquisition of Adaptive Materials will be financed using Ultra’s existing facilities and is expected to be earnings enhancing in 2011. Adaptive Materials will continue to operate from its existing facilities as a bolt-on acquisition, reporting to Phil Evans, Managing Director of Ultra’s Aircraft & Vehicle Systems division.

Rakesh Sharma, Chief Operating Officer of Ultra, commented:
“Adaptive Materials is an excellent acquisition for Ultra, adding to the Group’s range of specialist capabilities in the growing market for innovative energy solutions. Adaptive Materials has excellent IP, endorsed by its customers, and will benefit from Ultra’s proven abilities in high quality, volume manufacture as it enters the production phase for its range of fuel cell solutions. I am confident that Adaptive Materials will continue its track record of innovation under Ultra’s ownership.”

– Ends –

Enquiries:

Ultra Electronics Holdings plc

Douglas Caster, Chief Executive
Rakesh Sharma, Chief Operating Officer
Paul Dean, Group Finance Director

Media enquiries:

Susan Ellis, Senior Communications Adviser
James White, MHP Communications
07836 522722
020 3128 8100

Further information about Ultra:
Ultra Electronics is an internationally successful defence and aerospace company with a long, consistent track record of development and growth. Ultra businesses constantly innovate to create solutions to customer requirements that are different from and better than those of the Group’s competitors. The Group has over one hundred distinct market or technology niches within its twenty four businesses. The diversity of niches enables Ultra to contribute to a large number of defence, aerospace and civil platforms and programmes and provides resilience to the Group’s financial performance.

Ultra has world-leading positions in many of its niches and, as an independent, non-threatening partner, is able to support all of the main prime contractors with specialist capabilities and solutions. As a result of such positioning, Ultra’s systems, equipment or services are often mission-critical to the successful operation of the platform to which they contribute. In turn, this mission-criticality secures Ultra’s positions for the long term which underpin the superior financial performance of the Group.

Ultra offers support to its customers through the design, delivery and support phases of a programme.

Ultra businesses have a high degree of operational autonomy where the local management teams are empowered to devise and implement competitive strategies that reflect their expertise in their specific niches. The Group has a small head office and executive team that provide to the individual businesses the same agile, responsive support that they provide to customers as well as formulating Ultra’s overarching, corporate strategy.

KippsDeSanto & Co. Advises Global Protocols on its Sale to Riverbed Technology

KippsDeSanto & Co. is pleased to send you the attached press release announcing the acquisition of our client, Global Protocols LLC (“Global Protocols”), by Riverbed Technology, Inc. (“Riverbed”). Riverbed acquired Global Protocols to strengthen its Wide Area Network (“WAN”) optimization capabilities and solidify its presence within Federal markets. Global Protocols was a portfolio company of The White Oak Guggenheim Aerospace & Defense Fund. The transaction closed on November 9, 2010.

Headquartered in Greenbelt, Maryland, Global Protocols is a leading provider of Transport Control Protocol (“TCP”) solutions for stressed, tactical communications networks within military satellite communications (“SATCOM”) markets. The Company’s flagship offering, SkipWare, is a software-based protocol acceleration solution that centers around the Space Communications Protocol Standards Transport Protocol (“SCPS-TP”), the Department of Defense’s (“DoD”) most commonly specified requirement for fixed and mobile satellite networking. The SkipWare solution differentiates itself from competing offerings by delivering leading levels of bandwidth optimization, error-tolerance, and interoperability for military SATCOM networks. The acquisition represents a continuation of the two companies’ partnership that began in 2008 with the goal of providing enabling bandwidth optimization solutions for mission-critical network communications initiatives within defense and intelligence agencies.

The White Oak Guggenheim Aerospace & Defense Fund is a committed fund of The White Oak Group, Inc, an Atlanta based investment firm focused on aerospace and defense, healthcare technology, and alternative energy / power solutions.

We believe this transaction demonstrates several key trends in the defense M&A environment:

  • Growing demand from U.S. military agencies for SATCOM and mobile bandwidth solutions, driven by the DoD’s emphasis on network-centric warfare and the surge of bandwidth consumption by U.S. armed forces over the last decade.
  • Considerable funding and attention aimed at defense communications technologies that support high-priority military mission areas.
  • M&A processes driven by buyers looking to leverage sellers’ differentiated technology and intellectual property within core existing product lines.
  • Private sector companies vying to establish strong positions within the Federal arena to take advantage of less volatile markets in light of the recent economic downturn.

KippsDeSanto & Co. is an investment bank focused on delivering exceptional M&A and financing transaction results for leading technology and defense companies. For more information on KippsDeSanto & Co., please visit www.kippsdesanto.com. We welcome the opportunity to discuss how KippsDeSanto & Co. can help you achieve your strategic objectives. For more information on this particular transaction, please contact one of our senior professionals.

 

PRESS RELEASE

Riverbed Solidifies Federal Market Leadership With The Acquisition of Global Protocols LLC

Riverbed™ Technology (NASDAQ: RVBD), the IT performance company, today announced it has acquired Global Protocols LLC, a leader in helping government organizations achieve greater application performance across satellite networks using the Space Communications Protocol Standards (SCPS). The addition of Global Protocols’ industry-leading technology, SkipWare, to Riverbed® WAN optimization will bolster Riverbed’s leadership position in delivering optimization solutions for satellite networks.

SCPS is a protocol solution that was developed by NASA and US Space Command, and is used by military and other organizations that operate in satellite networking environments to overcome the severe performance degradation caused by weather and other interference that jeopardizes mission-critical communications. Global Protocols’ SkipWare product has a customer base in military, civilian and Department of Defense (DoD) agencies that operate over satellite networks. The acquisition will allow Riverbed to build on its success in providing DoD and other organizations with IT performance solutions that meet their rigorous standards, and bring the joint solution to the wide range of organizations using satellite networks for business-critical communications.

The acquisition of Global Protocols is an expansion of the existing partnership between Riverbed and Global Protocols. Since announcing its partnership in 2008, Riverbed and Global Protocols have enabled joint customers to achieve high-performance, secure access to mission-critical information by combining the award-winning WAN optimization capabilities of Riverbed Steelhead® appliances with best-of-breed SkipWare functionality from Global Protocols within the Riverbed Services Platform (RSP).

“Government organizations are pressured to adhere to strict guidelines, but also realize that performance is paramount to their success. Riverbed has been successful working with government organizations to speed access to mission-critical data over the WAN. By partnering with Global Protocols in 2008, we extended our reach and deepened our investment in the federal market,” said Jerry Kennelly, chief executive officer at Riverbed. “Adding Global Protocols’ technology to our product portfolio as a result of this acquisition will enable customers to derive even greater value out of the combined solution.”

Enterprises and government organizations leverage Riverbed WAN optimization to improve remote and mobile employee productivity, enable private clouds, and provide enterprise-wide network and application visibility. By speeding the performance of applications between remote offices, private data centers and mobile workers, typically by five to 50 times and in some cases up to 100 times, Riverbed Steelhead products enable organizations to consolidate IT, improve backup and replication processes to ensure data integrity, and improve staff productivity and collaboration. More than 8,700 customers, across a wide range of markets, have implemented Riverbed WAN optimization solutions in their geographically dispersed organizations.

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