Exhibit 99.1
ISCO, INC. TELEDYNE
4700 Superior Street TECHNOLOGIES
Lincoln, NE 68504 INCORPORATED
12333 West Olympic Blvd.
Los Angeles, CA 90064
NEWSRELEASE
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ISCO AND TELEDYNE COMBINE TO CREATE SIGNIFICANT
INSTRUMENTATION GROWTH PLATFORM
LOS ANGELES, Calif. and LINCOLN, Neb., April 8, 2004 -- Teledyne Technologies
Incorporated (NYSE:TDY) and Isco, Inc. (Nasdaq:ISKO) jointly announced today
that they have signed a definitive agreement which provides for the merger of
Isco, Inc. with a wholly-owned subsidiary of Teledyne Technologies Incorporated.
Upon the consummation of the merger, which is subject to the approval of Isco's
shareholders as well as other customary closing conditions, Teledyne will
acquire all of the outstanding shares of Isco for $16.00 per share in cash.
The purchase price of $16.00 per common share represents a 32.2 percent premium
over the closing price on April 7, 2004. The aggregate consideration for the
outstanding Isco shares will be approximately $96 million (including payments
for the settlement of outstanding stock options) or approximately $80 million
taking into account Isco's net cash at January 23, 2004. Teledyne expects the
acquisition of Isco to be accretive to earnings.
Teledyne also entered into a voting support agreement with Dr. Robert W.
Allington, Isco's chairman and chief executive officer, who beneficially owns
approximately 46 percent of Isco's outstanding shares. Dr. Allington has agreed
to vote in favor of the merger at a special meeting of Isco's shareholders.
"Over the past 45 years, Dr. Allington, a pioneer in the instrumentation field,
has built Isco into an outstanding company with innovative products and a
reputation for high quality and customer service. The combination of Isco and
Teledyne's instrumentation businesses should provide an excellent platform for
future growth," said Robert Mehrabian, chairman, president and chief executive
officer of Teledyne Technologies. "Isco's water quality monitoring instruments,
including samplers, flow meters and on-line process analyzers are highly
complementary to our existing environmental instrumentation product lines.
Furthermore, Isco's liquid chromatography systems and media provide an exciting
entry for Teledyne into the high growth drug discovery and biotechnology
markets."
Robert W. Allington, chairman of the board and chief executive officer of Isco,
Inc. said, "We are pleased that Isco will have a strong new owner that has
demonstrated its desire to grow its instrumentation businesses. The long-term
opportunities arising through our complementary operations should provide
excellent growth for Isco's business, employees and our community."
Upon consummation of the transaction, Teledyne will enter into an employment
agreement with Dr. Allington, and Dr. Allington will become senior vice
president and chief scientific officer for research and new product development
of Teledyne Isco, Inc.
The Nassau Group, Inc. of Westport, Conn. served as financial advisor to Isco.
Duff & Phelps, LLC of Chicago, Ill. provided a fairness opinion to Isco's board
of directors. Cline, Williams, Wright, Johnson & Oldfather, L.L.P. of Omaha,
Neb. served as legal counsel to Isco. Teledyne was advised by Munger, Tolles &
Olson LLP of Los Angeles, Calif. and by McGrath North Mullin & Kratz, PC LLO of
Omaha, Neb.
Over the last two and a half years, Teledyne has acquired four environmental
instrumentation companies. The acquisition of Advanced Pollution
Instrumentation, Inc. and Monitor Labs, Inc. expanded Teledyne's industrial gas
analysis business into the environmental air quality and gas analysis markets.
The acquisitions of Tekmar-Dohrmann and Leeman Labs added laboratory instruments
for the detection and analysis of organic and inorganic compounds in drinking
water and wastewater.
Teledyne Technologies is a leading provider of sophisticated electronic
components, instruments and communication products, systems engineering
solutions, aerospace engines and components and on-site gas and power generation
systems. Teledyne Technologies has operations in the United States, the United
Kingdom, Mexico and Canada. For more information, visit Teledyne Technologies'
website at www.teledyne.com.
Isco 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. On-line process control instruments
for the wastewater market are produced by STIP-Isco for worldwide distribution.
For more information, visit Isco's website at www.isco.com.
FORWARD-LOOKING STATEMENTS CAUTIONARY NOTICE
This press release contains forward-looking statements, as defined in the
Private Securities Litigation Reform Act of 1995, with respect to management's
beliefs about the financial condition, results of operations and businesses of
Isco and Teledyne in the future. These statements involve risks and
uncertainties. Actual results could differ materially from these forward-looking
statements. Many factors, including Teledyne's ability to integrate the
acquisition and achieve anticipated synergies, the ability of Isco's management
to develop and commercialize its existing and contemplated products in its
instruments, process monitoring, and SWIFT chromatography product groups,
failure of the requisite number of Isco's shareholders to approve the merger,
and unexpected merger-related costs and expenses, could change anticipated
results. Certain of these, as well as other factors which could affect Isco's
business, are discussed in Isco's Annual Report on Form 10-K for the fiscal year
ended July 25, 2003 on file with the Securities and Exchange Commission ("SEC").
Neither Teledyne nor Isco undertake any obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.
ADDITIONAL INFORMATION ABOUT THE MERGER
This press release is for informational purposes only. It does not constitute an
offer to purchase shares of Isco, Inc. or a solicitation or recommendation
statement under the rules and regulations of the SEC. Isco will publicly file a
Form 8-K with the SEC containing the terms of the definitive merger agreement
and the stockholders agreement, and will mail a proxy statement to stockholders
of Isco in connection with the proposed transaction. Teledyne will also publicly
file a Form 8-K with the SEC. Investors and security holders of Isco are urged
to read the proxy statement and other relevant materials when they become
available because they will contain important information about Teledyne, Isco
and the proposed transaction. Investors and security holders may obtain a free
copy of these materials (when they are available) and other documents filed with
the Securities and Exchange Commission at the SEC's web site at www.sec.gov. A
free copy of the proxy statement, when it becomes available, may also be
obtained from Isco, Inc., PO Box 82531, Lincoln, NE 68504, Attn: Investor
Relations. In addition, investors and security holders may access copies of the
documents filed with the SEC by Isco on Isco's web site at www.isco.com. Isco
and its executive officers and directors may be deemed to be participants in the
solicitation of proxies from its stockholders with respect to the proposed
transaction. Information regarding the interests of these officers and directors
in the proposed transaction will be included in the proxy statement.
Teledyne Technologies Incorporated Isco, Inc.
Investor Jason VanWees President and Chief Douglas M. Grant
Contact: (310) 893-1642 Operating Officer: (402) 464-0231
Press Robyn Choi
Contact: (310) 893-1640