ISRA VISION Forms A Strategic Partnership With Atlas Copco
ISRA VISION AG, Machine Vision company and one of the world's leading providers of surface inspection solutions and 3D machine vision and the Swedish-listed global industrial group Atlas Copco have signed a Business Combination Agreement (BCA) to enter into a strategic partnership. For ISRA, the strategic partnership not only represents a way to further accelerate the growth and innovation path of the company but also the favourite succession plan for its founder and CEO Enis Ersü. Strengthening its focus on industrial automation, Atlas Copco aims to create a global leader in Machine Vision with ISRA as nucleus. In the context of this strategic partnership, Atlas Copco will launch a voluntary public tender offer of EUR 50.00 per ISRA share in cash. The offer price represents a premium of approx. 29 percent on the volume-weighted three-month average share price prior to the announcement and a premium of approx. 43 percent on the closing share price of February 7, 2020. Enis Ersü and further management and Supervisory Board members of ISRA, representing approx. 29 percent of shares in ISRA, have signed irrevocable under-takings to tender their shares. Overall, Atlas Copco has secured approx. 35 percent of all outstanding ISRA shares via irrevocable undertakings and a share purchase agreement with an institutional investor. Upon completion of the public tender offer a delisting offer is planned to follow. ISRA with its business areas Surface inspection and 3D machine vision is part of the long-term strategy of the new partner, and the objective is to grow the business further. With the BCA, ISRA and Atlas Copco also agreed on important cornerstones of the partnership that secure the interests of customers and employees of ISRA
Machine vision is a key technology that enables customers across industries to digitalize production and is part of Atlas Copco's long-term strategy. Therefore Atlas Copco wants to further strengthen its focus onindustrial automation and create a Machine Vision division. ISRA will become the nucleus of this new division in Atlas Copco's business area Industrial Technique, which provides industrial automation systems andsolutions, quality assurance products and industrial software through a global network.
The strategic partnership provides ISRA with a unique platform to accelerate further growth and represents the ideal solution to Enis Ersü's strategic succession plan. As a new division within the Industrial Technique Business Area, ISRA will operate separately and will keep its brand. Furthermore, ISRA`s global presence and locations will be continued as well as the extension of the headquarter in Darmstadt. Both parties have a clear commitment to further grow the business to the benefit of customers and employees alike. Customers will benefit from a continued strong focus on innovation and related investments in research and development as well as a strengthened worldwide service network. Enis Ersü who founded the company and made it into the global leader it is today, will stay on as CEO for partnering and integration.
The strategic partnership will be implemented via a friendly tender offer by Atlas Copco. ISRA shareholders tendering their shares will receive EUR 50.00 per share in cash, representing a premium of approx. 43 percent on the closing share price of February 7, 2020 and an EV / EBIT multiple of approx. 33x based on ISRA VISION‘s reported 2018 / 2019 EBIT. The offer has the full support from both the Management Board and the Supervisory Board of ISRA. Atlas Copco has already secured approx. 35 percent via irrevocable undertakings from major shareholder Enis Ersü and further members of the ISRA management and supervisory board as well as via a share purchase agreement with an institutional investor. The offer will not contain a minimum acceptance threshold, as Atlas Copco does not intend to enter into a domination agreement. Following the tender offer, it is planned to launch a delisting offer, which is supported by ISRA's Management and which does not require any minimum shareholding thresholds under German law.