Virtek Vision International Inc., a publicly-traded provider of industrial laser solutions based in Waterloo Ontario, was acquired by Gerber Scientific Inc. for $35 million in a friendly takeover bid.
The transaction with Gerber Scientific was the result of a successful takeover defense of a hostile bid launched by StockerYale. The StockerYale hostile bid was opportunistic and substantially ignored the intrinsic value of Virtek’s businesses, in particular the value of the Image & Templating (“I&T”) division. As a critical part of Virtek’s overall defense strategy, Crosbie was retained to sell the I&T division. Working under a highly compressed timetable of 35 days, Crosbie immediately canvassed potential buyers worldwide and solicited offers from two strategic parties based in the U.S.: Gerber Scientific and MiTek Inc., a Berkshire Hathaway company.
Of the two bids received, MiTek’s bid was superior valuing the division at $26.5 million, or 22% more than StockerYale had offered for all of Virtek. In addition to securing an attractive valuation for the division, the definitive agreement included a “fiduciary out” which allowed Virtek’s board of directors (the “Board”) to respond to superior proposals for all of Virtek. After having failed to acquire the division, Gerber Scientific bid for all of Virtek’s shares at a price which represented a 150% premium to Virtek’s trading price before StockerYale announced its intentions, and a 62% premium to StockerYale’s initial price.
About the Company
Virtek is a leading provider of high value industrial laser solutions focused on the needs of the global aerospace, construction, and manufacturing sectors, providing templating, inspection, marking and engraving products.
Crosbie advised the Board on value maximization strategies, actively solicited offers for the I&T division and managed negotiations with all prospective bidders, helped negotiate the definitive agreement with MiTek, and provided timely ongoing advice throughout the process. The agreement with MiTek formed the basis for structuring an alternative transaction with Gerber Scientific at a significantly higher price.