| | | Effective as of 5 p.m. (CDT), on June 18, 2004, Teledyne Technologies Incorporated, a Delaware corporation (“Teledyne”), completed the acquisition of Isco, Inc., a Nebraska corporation (“Isco”). The acquisition was done pursuant to the previously announced Agreement and Plan of Merger, dated as of April 7, 2004 (“Merger Agreement”), among Teledyne, Meadow Merger Sub Inc., a Nebraska corporation and a wholly owned subsidiary of Teledyne (“Merger Sub”), and Isco. Pursuant to the Merger Agreement, Merger Sub merged with and into Isco (the “Merger”), with Isco surviving the Merger. Stockholders of Isco voted to approve the Merger Agreement at a special meeting of stockholders held on June 15, 2004. |
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| | | As a result of the Merger, each issued and outstanding share of common stock, $.10 par value, of Isco has been cancelled and converted into the right to receive $16.00 in cash (without interest). As a result of the Merger, Isco became a wholly-owned subsidiary of Teledyne and will be known as “Teledyne Isco, Inc.” |
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| | | Teledyne has engaged UMB Bank, N.A., as its paying agent under the Merger Agreement, and information is being sent to stockholders on how to surrender their Isco share certificates. |
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| | | The aggregate consideration for the outstanding Isco shares will be approximately $96 million (including payments for the settlement of outstanding stock options and deferred stock units) or approximately $80 million taking into account Isco’s net cash at April 23, 2004. |
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| | | Teledyne funded the acquisition in substantial part from borrowings under a new $280 million five-year credit agreement dated June 15, 2004, that was arranged with a syndicate of banks. This facility replaces Teledyne’s prior $200 million credit facility that was set to expire in November 2004. |
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| | | Isco, principally located in Lincoln, Nebraska, is a leading producer of water quality monitoring products, such as wastewater samplers and open channel flow meters. The company’s liquid chromatography customers include pharmaceutical laboratories involved in drug discovery and development. Isco also manufactures chemical separation instruments for industrial and research use. |
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| | | Teledyne believes that the acquisition of Isco fits within Teledyne’s strategy to grow its environmental instrumentation business. Isco’s water quality monitoring instruments, including samplers, flow meters and on-line process analyzers are complementary to Teledyne’s existing environmental instrumentation products lines. |
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| | | In connection with the Merger Agreement, Isco and Dr. Robert W. Allington, who until the Merger had been Chairman and Chief Executive Officer of Isco, entered into an Employment Agreement (the “Employment Agreement”), dated as of April 7, 2004. The operative terms and conditions of the Employment Agreement are effective as of the Merger. |
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| | | A Press Release issued by Teledyne on June 18, 2004, is attached as an exhibit and is incorporated by reference herein. |
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| | | Forward-Looking Statements Cautionary Note: This Form 8-K contains forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, relating to the acquisition of Isco and Teledyne’s earnings. Actual results could differ materially from these forward-looking statements. Many factors, including Teledyne’s ability to integrate the acquired product lines and achieve potential synergies, could change anticipated results. |
