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.

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