SWEDEN – Atlas Copco, a Swedish industrial company, and German-listed Isra Vision AG have signed a Business Combination Agreement (BCA) to create a new division for Isra Vision within the Business Area Industrial Technique.
As part of the agreement, Atlas Copco will launch a voluntary public takeover offer at EUR 50 per share in cash for all outstanding shares of Isra Vision.
The acquisition is an all-cash transaction with committed funds and the tender offer will be made subject to, inter alia, the approval by antitrust authorities and the Committee on Foreign Investment in the United States (CFIUS).
Atlas Copco has already secured 34.9 percent of the shares via irrevocable undertakings from various shareholders, including CEO and founder Mr. Enis Ersü, and via a share purchase agreement with Kabouter Management, LLC.
By acquiring Isra Vision, a global leader in surface inspection and 3D machine vision for industrial automation, Atlas Copco will strengthen its focus on technologies enabling digital manufacturing.
Isra Vision specializes in machine vision solutions with leading technologies for surface inspection and 3D vision for robot guidance, quality inspection and metrology operating through two business lines, Industrial Automation and Surface Vision.
The company has a global presence with operations in 25 locations and more than 800 employees and is headquartered in Darmstadt, Germany.
In the fiscal year 2018/19 the company had revenues of approximately US$168.4 million and an EBIT of approximately US$37.17 million corresponding to a 22 percent EBIT margin.
Isra Vision has also delivered a compound annual growth rate (CAGR) of 9 percent in terms of revenues over the past ten years.
Under the terms of acquisition, Isra will continue to operate under the same brand with its headquarter in Darmstadt.
It will however, become a new division within the Industrial Technique business area while its major shareholder and founder, Enis Ersü will stay on as CEO and facilitate the integration.
“Atlas Copco is the committed and long-term owner I have been looking for to give ISRA VISION a platform for further growth,” said Enis Ersü, CEO of ISRA VISION.
“The partnership is good news not only for our shareholders, but for our customers, employees and our broader community too.”
The offer has the full support from both the Management Board and the Supervisory Board of ISRA VISION.
Following the closing of the takeover offer, the intention is to launch a delisting offer, which will be supported by Isra Vision’s management and which does not require any minimum shareholding thresholds under German law.