Thermo Electron to Acquire Kendro Laboratory Products

Thermo Electron Corporation announced today that it has entered into a definitive agreement to acquire the Kendro Laboratory Products division of SPX Corporation (NYSE:SPW), for $833.5 million in cash, subject to a post-closing balance sheet adjustment. Thermo has received a commitment for a credit facility of $600 million to finance a portion of the purchase price. The transaction is subject to regulatory approvals and other customary closing conditions.

It is estimated that in the first full year of financial consolidation, this acquisition will be accretive to adjusted EPS by at least $0.10 per share and will be slightly dilutive to GAAP earnings per share (EPS). It is expected to be accretive to GAAP earnings per share (EPS) in the second full year. Adjusted EPS excludes restructuring and other costs/income and amortization of acquisition-related intangible assets. A more extensive definition of adjusted EPS appears at the end of this press release under the heading, “Use of Non-GAAP Financial Measures.” Kendro designs, manufactures, markets and services a wide range of laboratory equipment for sample preparation, processing and storage used primarily in life sciences and drug discovery laboratories as well as in clinical laboratories. With 2004 sales estimated at $375 million, Kendro has estimated EBITA margins of 17-18 percent. The company is headquartered in Asheville, North Carolina, and employs more than 1,600 associates worldwide. The company has extensive manufacturing and design facilities in the United States and Germany, and direct sales, service and support operations throughout Europe, North America and Asia.

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“As a company, Thermo is focused on providing total laboratory solutions and services to address our customers’ needs, and Kendro’s technologies nicely complement our existing portfolio of products and services,” said Marijn E. Dekkers, president and chief executive officer of Thermo Electron. “Like Thermo, Kendro enjoys a rich history and culture of innovation based on addressing the unique and changing needs of customers. The combined company allows us to deliver even greater value to our customers by creating a broader offering of laboratory and sample preparation technologies, as well as enhanced laboratory service capabilities.”

Mr. Dekkers continued, “This acquisition provides an attractive financial profile for Thermo Electron in terms of earnings and cash flow generation. This transaction also underscores our intent to use acquisitions to gain access to technologies that are of interest to our customers.”
About Thermo Electron
Thermo Electron Corporation is the world leader in analytical instruments. Our instrument solutions enable our customers to make the world a healthier, cleaner and safer place. Thermo’s Life and Laboratory Sciences segment provides analytical instruments, scientific equipment, services and software solutions for life science, drug discovery, clinical, environmental and industrial laboratories. Thermo’s Measurement and Control segment is dedicated to providing analytical instruments used in a variety of manufacturing processes and in-the-field applications, including those associated with safety and homeland security. Based near Boston, Massachusetts, Thermo has revenues of more than $2 billion, and employs approximately 10,000 people in 30 countries. www.thermo.com