Dynasil Completes $20 Million Acquisition of
RMD Instruments
July 02, 2008 11:41 AM Eastern Daylight Time
WEST BERLIN, N.J.--(BUSINESS WIRE)--Dynasil Corporation
of America (OTCBB:DYSL.OB), a photonics company headquartered
in New Jersey, announced today that it acquired the
stock of Radiation Monitoring Devices, Inc. and specific
assets of RMD Instruments, LLC (together, "RMD")
which are advanced instruments companies located near
Boston. The purchase price totaled approximately $20
million including $12.5 million of cash and 4.6 million
shares of Dynasil common stock. 2007 revenues for
RMD exceeded $20 million. In order to finance the
acquisitions, Dynasil completed a $9 million bank
term loan at a 6% annual interest rate and issued
approximately $5 million of 10% Cumulative Convertible
Preferred Stock that is convertible at a $2.50 per
share price. Dynasil Chairman James Saltzman stated:
"Adding RMD is a transformational event for Dynasil.
We expect that it will more than triple our revenues
and profits while our shares outstanding only approximately
double, which should make it immediately accretive.
It also brings us some exciting products as well as
extensive technological capability that we expect
will drive our future growth."
Prior to these acquisitions, Dynasil had grown from
an unprofitable company with only $2 million of revenues
in FY 2004 to a solidly profitable $11 million company
in FY 2007 by executing the growth and process improvement
strategy initiated by Mr. Craig T. Dunham, who joined
Dynasil as President and CEO in October 2004. Dynasil
is a manufacturer of photonic products including optical
materials, components, coatings and specialized instruments
with operations in New Jersey, Massachusetts and upstate
New York that supply a range of niche markets within
technical optics. "RMD is an attractive addition
on a number of levels," remarked Craig T. Dunham.
"It has a history of strong cash flow; it adds
scale and extensive technology capabilities to our
business portfolio; and it has exciting growth potential."
RMD is comprised of two business entities, one which
performs research under government contracts such
as SBIRs while the other manufactures and sells photonics
related instruments and components. RMD products have
high growth potential and are sold into the medical
imaging, environmental sensing and quality control
instrumentation markets. These products include hand-held
x-ray fluorescence analyzers for lead paint and RoHS
compliance; medical probes for cancer surgery that
can dramatically reduce the number of lymph nodes
removed for biopsy; a camera that integrates a visual
picture with radioactive material detection for Homeland
Security and nuclear waste cleanup applications; avalanche
photodiodes for applications including medical imaging;
and very high performance scintilator imaging screens
for digital radiography. The company, with a staff
that includes 38 PhDs, has a significant research
and development team that contracts with the National
Institute of Health, the Department of Energy, the
Department of Defense, NASA, NSF, the Domestic Nuclear
Detection Office and the Department of Homeland Security.
Former RMD owners, Dr. Gerald Entine and Mr. Jack
Paster, are now major Dynasil shareholders and will
stay with the company. Dr. Gerald Entine stated: "Being
part of the Dynasil organization fits with RMD’s continued
emphasis on commercializing the new technological
developments arising from its research efforts, especially
our substantial set of recently issued patents on
inventions ranging from improved scintilators for
nuclear detectors directed towards homeland security,
and medical imaging applications, high performance
optical detectors for medical and space requirements
and magnetic sensors arrays for non-destructive testing."
Dynasil has acquired two other companies and a product
line during the last three years and has delivered
significant performance improvements at all three
of its business units. "Adding RMD is a major
step in executing Dynasil’s profitable growth strategy.
We plan to apply our skills in effective execution
to build on their strong cash flow and accelerate
the growth of their current products as well as commercialize
new technology," said Mr. Dunham. Dynasil’s strategy
and performance is available in its 10K-SB annual
report which was released on December 19, 2007 and
is available for viewing at: www.dynasil.com.
About Dynasil: Founded in 1960, Dynasil is a manufacturer
of photonic products including optical materials,
components, coatings and instruments for a broad range
of applications markets in the medical, industrial
and defense sectors. Its wholly owned subsidiaries
are located in New Jersey, New York and Massachusetts.
This news release may contain forward-looking statements
usually containing the words "believe," "expect,"
or similar expressions. These statements are made
pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act. Future results of
operations, projections, and expectations, which may
relate to this release, involve certain risks and
uncertainties that could cause actual results to differ
materially from the forward-looking statements. Factors
that would cause or contribute to such differences
include, but are not limited to, the factors detailed
in the Company's Annual Report or Form 10-KSB and
in the Company's other Securities and Exchange Commission
filings, continuation of existing market conditions
and demand for our products.
Contacts:
Dynasil Corporation of America
Craig Dunham, 856-767-4600
cdunham@Dynasil.com
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