GSI Group to Buy NDS Surgical Imaging for $82.5M

GSI Group Inc.

(the "Company" or "GSI") earlier announced that it has acquired NDS Surgical Imaging ("NDS"), a San Jose, California-based global leader in surgical and radiology displays and related peripherals, for $82.5 million in cash, subject to customary closing adjustments. "The acquisition of NDS Surgical Imaging provides GSI with market-leading positions in the medical and surgical arenas, based on highly engineered technologies supplied into demanding applications," said John Roush, Chief Executive Officer of GSI.  "The addition of NDS significantly expands our existing medical OEM sales channels and leverages our expertise in color measurement.  This acquisition enhances our relevancy to major medical OEM customers, and opens up additional organic growth and acquisition opportunities, particularly within the surgical arena," added Mr. Roush.  The acquisition resulted from the Company's medical component market strategy, which has been in process for over a year.  The combined technology platforms will expand GSI's portfolio of highly differentiated photonic technologies supplied to leading global OEM customers.  In addition, the medical applications NDS serves with its products are adjacent to several of GSI's existing medical applications.  There are also a number of shared customers, which we expect will strengthen the Company's key OEM customer relationships. o NDS's primary technology consists of high resolution flat panel displays, assembled into medical grade enclosures, with proprietary customer specific color correction software algorithms o NDS's products are Class I and Class II medical devices (FDA regulated), with extremely high performance specifications, which are custom-matched to OEM optical requirements o The business offers a complete line of surgical visualization products, including displays, wireless imaging peripherals, and informatics and connectivity solutions o NDS is a recognized technology leader within the space and has been first to market with many innovations, including: o Surgical Liquid Crystal Displays (LCDs) o LED backlights with backlight stabilization in a surgical display o Patent-pending Color Correction Technology and automated LCD calibration technology o 510(k) approval for LCDs for mammography o 3 and 5 megapixel (MP) medically certified diagnostic LCDs o Ultra-Wideband (UWB) wireless technology in the surgical suite "NDS Surgical Imaging is a leader in the industry, with significant exposure to the minimally invasive surgical and diagnostics markets in both developed and developing countries," said John Roush.  "With nearly 40% of GSI's pro forma revenue generated from the medical market, the acquisition is a significant step for us in achieving our strategic goals."  The total purchase price of $82.5 million is financed using approximately $25 million of cash on-hand with the remainder from the Company's new credit facility.  The acquisition closed as of Tuesday, January 15, 2013.  The transaction is earnings accretive and is expected to add more than $80 million in revenue and nearly $12 million of Adjusted EBITDA to GSI's financial results in 2013.