Medar Announces Sale of Welding Division
29 April 1999
Medar Announces Sale of Welding Division
FARMINGTON HILLS, Mich., April 28 -- Medar, Inc.
announced today that it has reached agreement with
Weltronic/Technitron Corp. of Carol Stream, Illinois for the sale of Medar's
Welding Division for estimated total consideration of up to $37.0 million
which includes cash, the assumption of certain liabilities, a note, certain
payments for transition related services and payments dependent on post
closing revenues. Medar expects to use the net cash proceeds which it will
receive at the closing to pay substantially all of its previous funded
indebtedness.
"The Welding division has been an important part of our Company since the
beginning," said Charles J. Drake, Chairman and CEO. "This transition gives
us a chance to be a nearly debt free company with a pure concentration in the
Machine Vision markets. The timing of this is good since we believe that the
Machine Vision division is capable of standing on its own and has the
potential of becoming a significant player in the world market."
The sale, which requires approval of Medar's shareholders, is expected to
close early in July. The name Medar, Inc. will pass to the purchaser. Medar,
which expects to change its name to Integral Vision, Inc., will remain a
public company.
Following the asset sale, Integral Vision, Inc. expects to be a nearly
debt free company that will focus on vision software sales and other specific
target markets for vision integration. The Company expects to become
profitable and achieve sales of approximately $4.0 million per quarter.
Weltronic/Technitron is a privately owned company which has been in the
welding control business for over 60 years and is a preferred supplier to Ford
North America and a major supplier to General Motors, Chrysler and Toyota.
Following its March 5, 1999 acquisition of the welding controls division
of Robotron and the completion of the purchase of the Welding Controls
division of Medar, the Weltronic/Technitron group of companies will have $50.0
million in sales, 250 employees and will be the world's largest provider of
weld controls. Design and manufacturing facilities will be maintained in
Carol Stream, Illinois, Farmington Hills and Southfield, Michigan and Nagoya,
Japan.
Medar, Inc., an ISO 9001 registered firm, offers two unique areas of
expertise to the industrial manufacturer: Machine vision-based inspection
systems and resistance welding controls. Integral Vision, a Medar division,
is a leading supplier of machine vision systems used to monitor or control the
manufacturing process. Vision systems are used to supplement human inspection
or provide quality assurance when production rates exceed human capability.
Medar's resistance welding controls assure weld quality and provide
information concerning the welding process. More information can be found at
our Website: http://www.medar.com.
Except for the historical information contained herein, the matters
discussed in this press release are forward-looking statements made pursuant
to the safe harbor provisions of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Act of 1934. Such statements are based on
management's current expectations and are subject to a number of factors and
uncertainties which could cause actual results to differ materially from those
described in the forward-looking statements. Such factors and uncertainties
include, but are not limited to: the impact of the level of the Company's
indebtedness; restrictive covenants contained in the Company's various debt
agreements; general economic conditions and conditions in the specific
industries in which the company has significant customers; price fluctuations
in the materials purchased by the Company for assembly into final products;
competitive conditions in the Company's markets and the effect of competitive
products and pricing; and technological development by the Company, its
customers and its competition. As a result, the Company's results may
fluctuate. Additional information concerning risk factors that could cause
actual results to differ materially from those projected in the forward-
looking statements are contained in the Company's filings with the Securities
and Exchange Commission. These forward-looking statements represent the
Company's best estimates as of the date of this press release. The Company
assumes no obligation to update such estimates except as required by the rules
and regulations of the Securities and Exchange Commission.