22 04 2016

MTS Acquires PCB Group Inc. For $580 Million

Simpson Thacher & Bartlett LLP acted as legal advisor to MTS Davis Polk is advising JP Morgan as financial adviser to MTS Systems Corporation

MTS Systems Corporation (Nasdaq: MTSC), a leading global supplier of high-performance test systems and position sensors, announced today that it has entered into a definitive purchase agreement where MTS Systems Corporation ("MTS") will acquire 100% of PCB Group Inc. ("PCB") for $580 million through a merger of a newly formed subsidiary of MTS into PCB, with PCB surviving as a wholly-owned subsidiary of MTS after the closing. Through a strong focus on "total customer satisfaction" over its five-decade history, PCB has become a global leader in the design, manufacture and distribution of sensor technologies that both enhance the performance of its customers' products, and enable those products to enter the market more rapidly and reliably.  This mission and focus is virtually identical to that of MTS, uniquely spanning both of MTS's Sensor and Test business units.  MTS's Board of Directors and PCB shareholders have approved the transaction. The transaction is not subject to approval by MTS's shareholders. The combination of MTS and PCB brings together two companies with strikingly similar cultures and demonstrated track records of innovation spanning 50 years, creating a technology-leading "Test and Measurement" solutions provider that will serve a global customer base ranging from leading OEMs in automotive, aerospace, infrastructure and industrial products, to universities and research laboratories.  The transaction creates a company with an exceptionally complementary array of products and solutions that accelerates MTS's growth strategy in Test Products, Test Services and Sensors, and brings new capabilities to serve the diversified test and measurement markets world-wide. The combination of MTS and PCB will immediately produce a market-leading "Test and Measurement" company, with more than 3,400 global employees generating pro-forma FY16 annualized revenues of roughly $785 million, and we believe has the capability of delivering sustained long-term double digit growth rates on both the top and bottom line.  This growth is fueled by increasing investments in new products and research laboratories by OEMs and research institutes around the world.  Davis Polk is advising JP Morgan as financial adviser to MTS Systems Corporation with a team including Alan F. Denenberg and Max Brunner. Simpson Thacher is representing MTS Systems Corporation with a team including Patrick Naughton (Picture), Wenli Cai and Nicole Annunziato (M&A); James Cross and Benjamin Baucom (Credit); Brian Robbins, Paul Koppel, Alina Grinman and Samantha Steinfeld (ECEB); John Creed, Jordan Tamchin and George Davis (Tax); Michael Isby and Timothy Mulvihill (Environmental); Krista Miniutti, Erik Quarfordt and Kathryn Christoforatos (Real Estate); and Peter Guryan and Michael Naughton (Regulatory). Involved fees earner: Alan Denenberg - Davis Polk & Wardwell; Max Brunner - Davis Polk & Wardwell; Patrick Naughton - Simpson Thacher & Bartlett; Wenli Cai - Simpson Thacher & Bartlett; James Cross - Simpson Thacher & Bartlett; Benjamin Baucom - Simpson Thacher & Bartlett; Brian Robbins - Simpson Thacher & Bartlett; Paul Koppel - Simpson Thacher & Bartlett; Alina Grinman - Simpson Thacher & Bartlett; Samantha Steinfeld - Simpson Thacher & Bartlett; John Creed - Simpson Thacher & Bartlett; Jordan Tamchin - Simpson Thacher & Bartlett; George Davis - Simpson Thacher & Bartlett; Michael Isby - Simpson Thacher & Bartlett; Timothy Mulvihill - Simpson Thacher & Bartlett; Krista Miniutti - Simpson Thacher & Bartlett; Erik Quarfordt - Simpson Thacher & Bartlett; Peter Guryan - Simpson Thacher & Bartlett;

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