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GSI Group (GSIG) Acquires NDS Surgical in $82.5M Deal

January 15, 2013 9:52 AM EST
GSI Group (NASDAQ: GSIG) has acquired NDS Surgical Imaging ("NDS"), a San Jose, California-based global leader in surgical and radiology displays and related peripherals, for $82.5 million in cash, subject to customary closing adjustments.

The acquisition resulted from the Company's medical component market strategy, which has been in process for over a year. The combined technology platforms will expand GSI's portfolio of highly differentiated photonic technologies supplied to leading global OEM customers. In addition, the medical applications NDS serves with its products are adjacent to several of GSI's existing medical applications. There are also a number of shared customers, which we expect will strengthen the Company's key OEM customer relationships.

* NDS's primary technology consists of high resolution flat panel displays, assembled into medical grade enclosures, with proprietary customer specific color correction software algorithms
* NDS's products are Class I and Class II medical devices (FDA regulated), with extremely high performance specifications, which are custom-matched to OEM optical requirements
* The business offers a complete line of surgical visualization products, including displays, wireless imaging peripherals, and informatics and connectivity solutions
* NDS is a recognized technology leader within the space and has been first to market with many innovations, including:
* Surgical Liquid Crystal Displays (LCDs)
* LED backlights with backlight stabilization in a surgical display
* Patent-pending Color Correction Technology and automated LCD calibration technology
* 510(k) approval for LCDs for mammography
* 3 and 5 megapixel (MP) medically certified diagnostic LCDs
* Ultra-Wideband (UWB) wireless technology in the surgical suite

The total purchase price of $82.5 million is financed using approximately $25 million of cash on-hand with the remainder from the Company's new credit facility. The acquisition closed as of Tuesday, January 15, 2013. The transaction is earnings accretive and is expected to add more than $80 million in revenue and nearly $12 million of Adjusted EBITDA to GSI's financial results in 2013.

Houlihan Lokey acted as the sole financial advisor to GSI and provided a fairness opinion to GSI's Board of Directors.


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