JDSU to Buy Hologram Maker
MILPITAS, Calif., Dec. 11, 2007 -- JDSU will acquire American Bank Note Holographics Inc. (ABNH), a Robbinsivlle, N.J., maker of holograms for providers of cards issued by more than 20,000 financial institutions, for $138 million in cash and stock, the companies announced today.
ABNH, which has about 110 employees, supplies and supports card manufacturers with security and decorative products for the transaction card market. It will become part of JDSU's Advanced Optical Technologies business segment. Its "holographic origination" technologies will be added to JDSU's patent-protected portfolio of optical security products, JDSU said in a statement. The transaction is expected to be final in the quarter ending March 31, 2008, subject to regulatory and shareholder approvals.
JDSU, which makes communications test and measurement and optical products for numerous markets, said the acquisition will build its position in security technology for brand protection and enable it to expand into security for transaction card-based commerce and for product authentication and brand protection.
"As the battle against counterfeiters becomes increasingly relevant on a global scale, brand owners are heavily investing in overt and covert security solutions," said Roy Bie, senior vice president and general manager of JDSU's Advanced Optical Technologies business segment. "With the addition of ABNH's technology expertise and leadership in providing security to the transaction card market, we will be uniquely positioned to supply comprehensive security solutions to our customers in the fast-growing brand security market."
"Through this acquisition, JDSU will be gaining a strong foothold in brand security for the transaction card market as a result of ABNH's relationships with the major transaction card networks," JDSU said. "JDSU will continue to partner with customers from concept to delivery, bringing deep optical science expertise for layered security solutions to aid in their combat against brand erosion and lost revenue due to counterfeiters."
Under the terms of the agreement, JDSU will acquire ABNH for approximately $138 million in cash and JDSU stock, or $6.15 per ABNH share. The value of the JDSU shares to be paid to the ABNH stockholders will be determined with reference to the average of the closing sales price for a share of JDSU common stock on Nasdaq for the five consecutive trading days ending with, but including, the three trading days before the date of the closing of the transaction. The stock consideration is expected to be tax-free to the ABNH stockholders. JDSU expects the transaction to be accretive on a non-GAAP basis.
JDSU said ABNH revenues were $23.7 million for the first nine months of 2007. Morgan Keegan & Co. Inc. is acting as JDSU's financial advisor and Fulbright & Jaworski LLP is legal counsel to ABNH.
For more information, visit: www.jdsu.com
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