Transaction Enhances Technical Capabilities and Innovation, Creates Platform for Accelerated Growth – Conference Call to Discuss Transaction Scheduled for Today at 10:00 a.m. EST – WALLA WALLA, Wash., Feb. 25, 2013 (GLOBE NEWSWIRE) -- Key Technology, Inc. (Nasdaq:KTEC), a complete solutions provider and worldwide leader in the design and manufacture of process automation systems, has signed a definitive agreement to acquire Visys NV, a supplier of innovative digital sorters. Under the agreement, Visys will become a wholly-owned subsidiary of Key Technology. The transaction is scheduled to be completed February 28. Under the terms of the agreement, shareholders of privately-owned Visys will receive approximately $13.0 million in cash, 600,000 shares of Key Technology Common stock, and 250,000 Key Technology warrants. The total value of the deal is approximately $21 million. Visys, founded in 2004, had sales of approximately $12 million in 2012. The transaction is expected to be accretive within the first twelve months. "Combining with Visys represents a pivotal step in implementing our accelerated growth strategy, expanding in current and new markets, developing next-generation sorting technologies and strengthening our leadership position as one of the world's premiere providers of food processing equipment," said Jack Ehren, President and Chief Executive Officer of Key Technology. "Visys' talented management team, advanced technologies, and product solutions complement Key's strategic growth initiatives and will position the combined company as the market leader." "Together, Key Technology and Visys create the most complete suite of high-performance digital sorting technologies available for food and other industrial markets," Ehren added. "Combining the two companies provides our broad global customer base with an unprecedented mix of products, solutions and services." Frank Zwerts, President and Chief Executive Officer of Visys, will assume the position of President of EMEIA (Europe, Middle East, India and Africa) for Key Technology and will play a pivotal role in Key's global strategy and corporate development. Zwerts will also join the Key Technology board of directors, bringing the total number of board members to seven.
"Key Technology is a highly respected, well-established company that provides a robust global platform for Visys's products. Joining forces with Key and its worldwide sales and service organization will help expedite the global penetration of Visys's products into Key's core markets and strategic new industries," Zwerts said. "In addition, the synergies that will be created by uniting our expertise and technologies provide significant growth opportunities for our customers and our combined company."Key and Visys will maintain headquarters in Walla Walla, Washington and Hasselt, Belgium, respectively. The combined company will have approximately 560 employees worldwide. Conference Call Today Key Technology and Visys will host a conference call today, February 25, at 10:00 a.m. ET/7:00 a.m. PT to discuss today's transaction. Interested parties may participate in the live call by dialing 877-341-5668 in domestic regions, and 224-357-2205 in international regions. The call may also be heard live on the Internet. To listen to the webcast, go to http://www.key.net/investors/investor-events/default.html at least 15 minutes prior to the call to download and install any necessary audio software. About Visys NV Established in 2004, Visys is a leading provider of high-performance digital sorting solutions to the global food and non-food processing industries. The company's sorting systems replace manual sorting methods with automated sorting to detect and remove foreign material and defects from product streams. The company has pioneered industry-leading laser technology and BioPrint sorting capabilities used on its Lynx, Spyder, Cayman and Python sorting platforms. Headquartered in Belgium, Visys supports a substantial customer base in the food processing and waste recycling industries, primarily in Europe. About Key Technology, Inc. Key Technology, an ISO-9001 certified company, is a global leader in the design and manufacture of process automation systems including digital sorters, conveyors, and processing equipment. Applying processing knowledge and application expertise, Key helps customers in food processing and other industries improve quality, increase yield and reduce cost . With worldwide sales representation, the company maintains demonstration and testing facilities at its headquarters, and manufacturing divisions in Walla Walla, Washington, U.S.A., and at Key Technology BV in Beusichem, the Netherlands. The company's common stock trades on the Global Market tier of The NASDAQ Stock Market ® under the symbol KTEC. Forward-Looking Statements Certain statements in this press release may be forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995. These statements may relate to expected results of operations or gross margins; expected trends in sales, orders, earnings and other financial measures; projected expenses, including general and administrative expenses; national and international economic conditions; the effect of foreign exchange fluctuations; or other future occurrences. Actual results could differ materially from those anticipated in the forward-looking statements as a result of a variety of economic, competitive and governmental risks and uncertainties. These risks and uncertainties include, among other things, industry consolidation increasing competition in the food processing equipment industry; advances in technology by competitors adversely affecting our sales and profitability; a variety of factors that could increase our cost of operations and reduce gross margins and profitability, including expansion into new markets, complex projects and applications, and integrated product offerings; acquisitions that may harm our operating results; the failure of our independent sales representatives to perform as expected, thereby harming our net sales; our dependence on certain suppliers leaving us temporarily without adequate access to raw materials or products; significant investments in unsuccessful research and development efforts adversely affecting our business; and increased or unanticipated costs associated with product warranties adversely affecting our profitability. These and other risk factors are discussed in our filings with the Securities and Exchange Commission, including in Item 1A, "Risk Factors," of our Annual Report on Form 10-K for the fiscal year ended September 30, 2012. We undertake no obligation to update or revise any forward-looking statements in this press release as a result of subsequent developments, except as may be required by law.
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CONTACT: Financial Media Inquiries: Evan Pondel or Laurie Berman PondelWilkinson, Inc. Tel: +1 310 279 5980 firstname.lastname@example.org www.pondel.com Investor Inquiries: Jack Ehren Key Technology, Inc. Tel: +1 509-394-3120 email@example.com www.key.net