Leading innovator of high-performance display systems for image-intensive healthcare applications joins the Planar family
"This acquisition fits perfectly with Planar's strategic objectives", said Balaji Krishnamurthy, president and CEO of Planar: "It provides us quick access to a rapidly growing market segment that we have targetted, and the new talent and products complement our existing team and line-up of medical display solutions extremely well." The purchase price of $61million comprised $49 million in cash, $3 million in new Planar shares issued to certain Dome stockholders, and about $9 million in the value of existing Dome stock options assumed by Planar.
A new $40 million, Libor-based debt facility and cash-on-hand were Planar's sources of cash funding.
The company's cash balance following the transaction is about $11 million, and its fully diluted share count is expected to increase by about 600,000 shares as a result of the transaction. Privately held since its founding in 1989, Dome has been a leading innovator of high-performance display systems for image-intensive healthcare applications.
In 2001, Dome recorded sales of about $28 million and, as a percentage of sales, achieved gross margins above 60% and operating income of about 28%.
In the quarter ended 31 March 2002, Dome recorded sales of about $10 million.
"I'm very pleased to be welcoming the 68 employees in our new Waltham facility to the Planar community", continued Krishnamurthy: "The business plan going forward does not call for major changes in staffing levels: rather, we're looking forward to the collaboration of these knowledgeable and experienced people within the Planar team.
For example, product development and software expertise in Waltham will be utilised in other projects underway in Planar, while our established competencies in offshore production and supply-chain management will be deployed there." Dome has achieved the leading share of the markets it serves with high-performance flat-panel monitors, controller boards for use in both flat-panel and CRT displays, image calibration devices and image-enabling software.
Dome's referral and diagnostic-quality flat-panel monitors round out Planar's medical display systems to span the range of imaging needs of the company's growing list of customers.
The move toward digital images and electronic patient record keeping in healthcare is driving the growth in the medical markets that Planar serves.
Research and development work valued at $2.3 million, which Dome had in process at the time of the transaction, will be recorded as a one-time charge in Planar's third quarter of fiscal 2002, impacting net income by an estimated $0.16 per fully diluted share.
Amortisation of intangible assets associated with the transaction will be at a rate of $2.8 million per year over the first two years, stepping down thereafter until all such assets are fully amortised. "As we have indicated since the announcement of our intent to purchase Dome, this acquisition is expected to be accretive to Planar's bottom line", said Krishnamurthy: "Including new interest expense and the amortisation of intangible assets, but excluding the one-time charge for in-process R and D, we expect accretion of about five cents per fully diluted share in the 2002 fiscal year."
