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In my opinion, sell off coming, their competitor is taking marketshare on the motion side of things with a new launch that hits GSI hard!
GSI Group to Acquire NDS Surgical Imaging for $82.5 Million $9 TODAY!
-- NDS is the leading producer of high performance visualization products sold to OEMs in the surgical endoscopy and radiology markets
-- Provides a substantial platform for future growth in the medical market
-- Creates significant channel leverage with GSI's existing medical applications
-- Increases GSI's revenue from the medical market to 38% of total sales
Press Release: GSI Group Inc. – 2 hours 9 minutes ago
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GSIG 9.17 0.70
BEDFORD, Mass., Jan. 15, 2013 /PRNewswire/ -- GSI Group Inc. (GSIG) (the "Company" or "GSI"), a leading supplier of laser-based solutions, precision motion and optical technologies to global industrial, medical, electronics, and scientific markets, today 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.
(Logo: http://photos.prnewswire.com/prnh/20120305/NE64445LOGO )
"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.
NDS's primary technology consists of high resolution flat panel displays, assembled into medical grade enclosures, with proprietary customer specific color correction software algorithms
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
The business offers a complete line of surgical visualization products, including displays, wireless imaging peripherals, and informatics and connectivity solutions
NDS is a recognized technology leader within the space and has been first to market with many innovations, including:
Surgical Liquid Crystal Displays (LCDs)
LED backlights with backlight stabilization in a surgical display
Patent-pending Color Correction Technology and automated LCD calibration technology
510(k) approval for LCDs for mammography
3 and 5 megapixel (MP) medically certified diagnostic LCDs
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.
Houlihan Lokey acted as the sole financial advisor to GSI and provided a fairness opinion to GSI's Board of Directors.
I received the beneficial holders subscription form for Rights Offering/exercise rights. It said that the form needs to be submitted to "Nominee" (I supposed it means your broker) and the nominee need to send the paper and wire transfer the $ to transfer agent. When I called my broker, they do not know anything about it or how to proceed and ask me to call the 800 number listed on the form directly. I did call, but it is only an answering machine. Does anyone know if we need to do anything to get the rights and how to exercise the rights? What do you think the price of the shares will be after all the rights are exercised?
Thanks.
Bud
"GSIGQ News" GSI Group Reaches Agreement with Key Parties Providing for Approval of Plan of Reorganization Company Expects to Emerge from Chapter 11 in Summer 2010
http://www.marketwatch.com/story/gsi-group-reaches-agreement-with-key-parties-providing-for-approval-of-plan-of-reorganization-2010-05-11?reflink=MW_news_stmp
BEDFORD, Mass., May 11, 2010 (BUSINESS WIRE) -- --Michael E. Katzenstein Appointed Chief Restructuring Officer to Lead Company Through Final Phase of Restructuring
--Bookings and Cash Position for First Quarter 2010
GSI Group Inc. (Pink Sheets: GSIGQ) (the "Company" or "GSI") today announced that it has reached an agreement with representatives of the key stakeholders involved in GSI's Chapter 11 case that provides for certain modifications of the Company's (and certain of its subsidiaries') Third Modified Joint Plan of Reorganization, including, among others, a proposed rights offering fully backstopped by certain noteholders. With this agreement, GSI is on track to emerge from Chapter 11 protection in summer of 2010. GSI expects to complete its financial restructuring with a stronger balance sheet and enhanced liquidity that will position the Company for future growth.
GSI has reached an agreement on a term sheet (the "Term Sheet") with the holders ("Consenting Noteholders") of greater than 88% of the outstanding aggregate principal amount of the Company's 11% Senior Notes due 2013 (the "Notes") and the Equity Committee in the Company's Chapter 11 case. The Term Sheet sets forth terms for a new plan support agreement to be entered into among the parties to the Term Sheet and modifications to certain terms of the Company's (and certain of its subsidiaries') Third Modified Joint Plan of Reorganization, as filed with the U.S. Bankruptcy Court in Wilmington, Delaware on April 9, 2010 (the "Plan"). Pursuant to the Term Sheet, both the Consenting Noteholders and the Equity Committee have agreed to support the Plan as modified in accordance with the Term Sheet (the "Modified Plan"). A copy of the Term Sheet is attached to this press release.
To help lead the Company through the final phase of its restructuring, the Company has appointed Michael E. Katzenstein as Chief Restructuring Officer effective May 5, 2010. Mr. Katzenstein, a Senior Managing Director in the Corporate Finance practice of FTI Consulting, Inc., will serve as GSI Group's most senior executive officer in replacement of the Company's current chief executive officer. Mr. Katzenstein will manage the Company's finance, legal and restructuring functions. The Company has also engaged FTI Consulting to provide support services to Mr. Katzenstein.
"We are very pleased to have reached agreement with a substantial majority of the noteholders and the Equity Committee on the term sheet for a plan support agreement that resolves all major outstanding issues related to confirmation of GSI's plan of reorganization and paves the way for the Company to emerge from Chapter 11 in Summer 2010," Mr. Katzenstein said. "With a strengthened balance sheet, GSI will emerge from the restructuring process in an excellent financial position to grow its business and take advantage of improving market conditions." Stephen Bershad, Chairman of the Equity Committee, said "The Equity Committee is gratified that we are able to arrive at a consensual solution to recapitalize GSI that allows all shareholders the opportunity to participate in the future growth of the Company. The Modified Plan provides GSI with the proper capital structure to enable it to pursue the significant opportunities resulting from the combination of GSI and Excel." Mr. Rajneesh Vig, a Partner of Tennenbaum Capital Partners, one of the Consenting Noteholders, said "We remain focused on an expeditious conclusion to the Chapter 11 process for the Company and look forward to working with the Company and the Equity Committee under the terms of our agreement to drive longer term success for GSI."
Terms of the Agreement
Under the Modified Plan as contemplated by the Term Sheet, the Company's existing shareholders (including those shareholders who may also be noteholders) would retain an ownership in the Company of between 48.9% and 87.3% of the Company's post-reorganization common stock subject to the release and distribution of new common shares placed in reserve until resolution of certain pending litigation unrelated to the Chapter 11 Case and depending on the level of shareholder participation in the proposed rights offering. Under terms of the rights offering, the Company's shareholders would have a right to buy up to $85 million in the aggregate of new common shares of the reorganized Company for a purchase price of $1.80 per share. The proceeds from the rights offering, together with approximately $10 million of the Company's cash, would be used for partial satisfaction of the Notes. Notes in the principal amount of $5 million would also be exchanged for additional common shares of the reorganized Company at $1.80 per share. In addition, those noteholders, who have agreed to backstop the entire rights offering, would exchange a minimum of $20 million of Notes for new common shares of the reorganized Company at $1.80 per share, regardless of the number of shares purchased by shareholders in the rights offering. The principal amount of Notes remaining after these various exchanges then would be exchanged for new senior secured notes on terms as contemplated by the Modified Plan and set forth in the form of indenture previously filed with the Court. The Modified Plan will further provide that the noteholders will receive payment in cash of all pre- and post petition interest accrued on the Notes.
The capitalization of the Company following the consummation of the transactions contemplated by the Modified Plan will depend on the level of shareholder participation in the rights offering. If no shareholder were to subscribe for new common shares in the rights offering, the existing shareholders (including those shareholders who may also be noteholders) would receive up to 48.9% of the Company's post-reorganization outstanding shares (subject to the distribution of the above mentioned reserve), the noteholders would receive approximately 51.1% of the Company's post-reorganization outstanding shares, and the Company would issue $110 million in principal amount of new senior secured notes. If the rights offering were fully subscribed by the shareholders, the existing shareholders (including those shareholders who may also be noteholders) would receive approximately 87.3% of the Company's post-reorganization outstanding shares(subject to the distribution of the above mentioned reserve), the noteholders would receive approximately 12.7% of the Company's post-reorganization outstanding shares, and the Company would issue $90 million in principal amount of new senior secured notes.
The Term Sheet further provides that the Consenting Noteholders, who have agreed to backstop the rights offering, will receive a cash backstop fee equal to 5% of the maximum proceeds from the rights offering (or $4.25 million) and all noteholders would be entitled to their pro rata share of an alternate transaction fee of 2% of the principal amount of the Notes (or $4.2 million) if the Company were to consummate an alternative restructuring prior to consummating the rights offering.
As already contemplated by the prior Plan, pursuant to the Modified Plan the Company's subsidiary GSI Group Limited would, on account of its unsecured note, share ratably in the distributions to the noteholders (as such aggregate distributions by the Company would be increased to reflect the amount of the GSI UK note).
Pursuant to the Modified Plan , the reorganized Company's board of directors would be comprised of seven directors, to include two directors selected by the Required Noteholders (as that term is defined in the plan support agreement), two directors with industry expertise selected by the Equity Committee, one director selected by mutual agreement between the Required Noteholders and the Equity Committee, one director to be selected from the Company's current board of directors, and the chief executive officer of the reorganized Company.
Under the Term Sheet, the Company has committed to meet certain deadlines with respect to the approval of the new plan support agreement, the commencement of the rights offering, and the filing, confirmation and effectiveness of the Modified Plan.
Certain Preliminary First Quarter 2010 Financial Information
The Company today also reported preliminary bookings for its first fiscal quarter of 2010 and its cash position at the end of the first quarter ended April 2, 2010:
Bookings: Bookings for the first fiscal quarter ended April 2, 2010 were approximately $95 million compared with bookings of approximately $77 million for the fourth fiscal quarter of 2009 ended December 31, 2009.
Cash: As of the end of the first fiscal quarter of 2010, the Company had approximately $80 million of cash and cash equivalents, excluding approximately $9 million of auction rate securities at fair value. During the first fiscal quarter of 2010, the Company received tax refunds and proceeds from the sale of additional auction rate securities of approximately $4 million, which amount is included in the $80 million total above.
Other Information
Mr. Katzenstein is a seasoned restructuring and turnaround management expert who has led multiple engagements across many industries, with concentration in media, technology, telecommunications and subscriber based businesses. He has served as chief restructuring officer, interim chief executive officer/chief operating officer or as advisor to creditors or other parties of interest in numerous restructuring and bankruptcy engagements including CTC Communications, Birch Telecom, VarTec Telecom, Pac-West Telecomm, Pacific USA, Pacific Crossing, PT Cable, Centerpoint Broadband Technologies, XO Communications, Genuity, Nortel, PR Wireless, Global Photon, OpTel and Hawaiian Telcom. His clients also include major financial institutions and hedge funds. Mr. Katzenstein holds a J.D. from Boston University School of Law and a B.A. in political science from the State University of New York at Binghamton.
On November 20, 2009, three of GSI's corporate entities -- GSI Group Inc., the parent Canadian holding company; GSI Group Corporation; and MES International, Inc., a non-operating subsidiary of GSI Group Corporation -- filed voluntary petitions for Chapter 11 reorganization under the U.S. Bankruptcy Code in U.S. Bankruptcy Court in Wilmington, Delaware. No other subsidiaries and no subsidiaries outside of North America were included in the filing. The Modified Plan provides for all vendors and suppliers to be paid in full for all valid pre-petition claims. GSI has continued to pay vendors and suppliers under normal terms in the ordinary course of business for all goods and services provided to the Company after the filing date of November 20, 2009.
More information about GSI is available on the company's website at www.gsig.com. For additional information, please contact GSI Group Inc., Investor Relations, at (781) 266-5137 or InvestorRelations@gsig.com.
Saw that... hmmmmm eom
Howdy $Made... you sniffin' around here too? he-he-he....
pretty good financials, get that approval 3/12 and.....
Thanks for the report
Dr. Kellegro initiates coverage of GSIGQ with an A/10+ rating.
http://drkellegro.com/?p=55
Posted 1/4/10
Briefly…a long position was taken in GSIGQ. This is another bankrupt company that has been mismanaged for some years. The financed acquisition of Excel led to substantial debt which was renegotiated in bankruptcy. There is substantial shareholder activism taking place here, as the company does present value to shareholders once it has cleared up its delayed filings, some going back more than a couple of years. The fundamentals of this company are more difficult to judge due to the lack of complete information. However, it can be assumed that management has not completely sunk this ship and the value to shareholders will be realized over the long term.
- Dr. Kellegro
I am not sure, but it was/is nice to see!
Maybe the reason why it took off is because a major competitor (ACLS) just got a deficiency notice 8:30 a.m. friday 9-17-09 unless news pops up monday a.m.?
There are quite a variety of flucuations in the stock price based on the intraday report. I hope this is a solid, profitable product, but I know the industrial average was down to 8000 today.
I do not have a answer for you. Hoping for the best.
Whats goin with this stock?.. Could it be MM's trying to shake out the weak investors?
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