Boston, MA June 24, 2008 Covington Associates announced today it acted as financial advisor to Memry Corporation (AMEX: MRY), a provider of design support, engineering, development and manufacturing services to the medical device industry and other industries using the company's proprietary technologies, in its sale to SAES Getters. This is the fifth in a series of recent transactions that Covington Associates has advised on in the outsourced manufacturing space.
SAES Getters, headquartered in Milan, Italy, is a leader in a variety of scientific and industrial applications where stringent vacuum conditions or ultra-pure gases are required.
The transaction is valued at approximately $77.7 million. SAES Getters will acquire 100% of the equity of Memry Corporation. All Memry shareholders will be entitled to receive $2.51 in cash per share for each share of common stock. The price per share represents a premium of approximately 73% based on Memry's closing price as of June 23, 2008. Following completion of the transaction, Memry shares will be delisted from the American Stock Exchange.
Robert Belcher, CEO of Memry Corporation, said, "After extensive analysis, we have concluded that this merger is the best way for our shareholders to realize an appropriate value for their shares. We also believe that SAES Getters is the ideal firm to acquire Memry. We see extensive synergies with SAES Getters. The company already has a strong investment in shape memory alloys and is seeking to expand this part of their operations. With experience in the U.S. markets and four offices already operating around the country, SAES Getters' management team is committed to building the business. In addition, substantially all Memry employees are expected to retain their positions within the new organization. So we feel this is a perfect fit for our employees as well as our shareholders."
Benjamin Dunn, Managing Director at Covington Associates, said, "The Memry transaction is an exciting one. As a cross border deal, it brings a new international player into the rapidly evolving medical product outsourcing sector. This transaction is further evidence of the dynamic changes occurring in the industry as outsourcing providers seek ways to deliver a new range of services to the medical device community. The acquisition of Memry by SAES Getters is one of several recent transactions where Covington has acted as an advisor to a medical product outsourcing business."
Massimo della Porta, SAES Getters chief executive officer, said, "We are very excited by this acquisition, a significant step forward in our announced strategy of growth and diversification in the advanced materials market. SAES Getters has long been committed to growth, both organic and inorganic. With the acquisition of Memry, a new leading player will now be competing in the shape memory alloy medical device market, which is strongly anti-cyclical compared with the ups and downs of the world economy. This will be an excellent complement to our traditional business, granting us the possibility of exploiting technical, scientific and operating synergies as well as leveraging our international network. This market shows significant growth rates in the U.S. and in the rest of the world, where the strong international network of SAES has been successfully competing for years. Memry owns a range of leading edge technologies that perfectly integrate with SAES Getters activities in the shape memory alloy sector for industrial applications, which will accelerate our expansion in this field. SAES Getters is strongly committed to building our advanced materials business. To achieve this goal, we expect the contributions and expertise of the management and employees of Memry will be significant."
Completion of the transaction, which is expected to close in September 2008, is subject to shareholder approval, certain regulatory clearance and the completion of other customary conditions. In connection with the merger, holders of a significant percentage of the outstanding shares of Memry have agreed to vote in favor of the transaction.
About Memry Corporation
Memry Corporation, headquartered in Bethel, CT, provides design, engineering, development and manufacturing services to the medical device and other industries using the company's proprietary shape memory alloy and polymer extrusion technologies. Medical device products include stent components, catheter components, guidewires, laparoscopic surgical sub-assemblies and orthopedic instruments as well as complex, multi-lumen, multi-layer polymer extrusions used for guidewires, catheters, delivery systems and various other high-end interventional medical devices.
About Covington Associates LLC
Covington Associates is a specialty investment banking firm founded in 1991 serving business service, consumer, industrial, healthcare, and technology companies throughout the country. Focused on mergers and acquisitions, debt and equity capital raising, debt and equity restructuring, and strategic advisory assignments for middle market companies, Covington Associates has completed hundreds of transactions ranging in value from $10 million to nearly $2 billion for both private and publicly traded companies.