SALEM, N.H., Nov. 10 -- StockerYale Inc., a provider of photonics-based products, announced it has reached an agreement in principle to acquire Navitar Inc., of Rochester, N.Y., for approximately $25.5 million. Navitar makes optical lens systems and optical technology for the machine vision and biomedical diagnostics industries. The two companies have signed a nonbinding letter of intent for the acquisition, which is expected to close before the end of the fourth quarter. The transaction will be structured as a purchase of Navitar's stock, with a portion of the proceeds deployed to retire outstanding indebtedness and other liabilities. StockerYale is acquiring Navitar and its California subsidiary, Navitar Coating Labs, for approximately one times estimated 2004 revenues and seven times projected 2004 operating profits. The consideration paid to Navitar's shareholders will consist of $23.5 million in cash and 1,666,667 shares of StockerYale common stock, less an amount used to pay off indebtedness and other liabilities at closing. Mark W. Blodgett, chairman and CEO of StockerYale, said "This acquisition represents a tremendous opportunity for Stocker Yale. The transaction combines our strong position in illumination components with Navitar's leading portfolio of lens systems. The combined company will offer one of the broadest product offerings to machine vision OEMs, as well as to the biomedical and defense markets." StockerYale makes structured light lasers, LEDs, fiber optic and fluorescent illumination technologies as well as specialty optical fiber and phase masks for the machine vision, telecommunications, aerospace, defense and security, utilities, industrial inspection and medical markets. "StockerYale's R&D efforts in lasers, LEDs and fiber optic components when joined with Navitar's product development initiatives will accelerate new product innovations and increase the speed of new inspection solutions to the market," Blodgett said. "Increasingly, customers are requiring cost-effective solutions integrating illumination components and optical lenses to detect defects or perform critical measurements. Given that the machine vision industry has historically been highly fragmented, the combined company will become one of the leading value-added subsystem suppliers to this growing market." He said the company will serve its global customer base with enhanced technical sales coverage in the fastest-growing inspection markets: the US, Japan, China, Germany and Israel. He said the acquisition will also position StockerYale "in the rapidly growing market for LCD and DLP projectors, where Navitar is a leading supplier of after-market projector lenses." StockerYale said it expects to achieve combined revenues of $43 million for 2004 as a result of the acquisition, and that the business combination will have an immediate positive impact on its earnings and cash flow. For more information, visit: www.stockeryale.com