Atlas Copco To Partner With Global Machine Vision Specialist Isra Vision Ag Through Public Takeover Offer

Atlas Copco and German-listed ISRA VISION AG have signed a Business Combination Agreement (BCA) to create a new division for ISRA VISION within the Business Area Industrial Technique. As part of the agreement, Atlas Copco will launch a voluntary public takeover offer at EUR 50 per share in cash for all outstanding shares of ISRA VISION. Atlas Copco has already secured 34.9 percent of the shares via irrevocable undertakings from various shareholders, including CEO and founder Mr. Enis Ersü, and via a share purchase agreement with Kabouter Management, LLC.

Through added products and competences, Atlas Copco is further strengthening its focus on technologies enabling digital manufacturing while meeting increased demands for quality inspection and flexible automation. The announced offer for ISRA VISION, a global leader in surface inspection and 3D machine vision for industrial automation, is an important step. Atlas Copco can provide a solid platform to continue the growth story of ISRA VISION.

ISRA VISION specializes in machine vision solutions with leading technologies for surface inspection and 3D vision for robot guidance, quality inspection and metrology operating through two business lines, Industrial Automation and Surface Vision. The company has a global presence with operations in 25 locations and more than 800 employees and is headquartered in Darmstadt, Germany. In the fiscal year 2018/19 the company had revenues of approximately MEUR 154 (MSEK 1 619) and an EBIT of approximately MEUR 34 (MSEK 357) corresponding to a 22 percent EBIT margin. ISRA VISION has delivered a compound annual growth rate (CAGR) of 9 percent in terms of revenues over the past ten years.

ISRA VISION will continue to operate under the same brand with its headquarter in Darmstadt and will become a new division within the Industrial Technique business area. The major shareholder, Enis Ersü who founded the company and led it to become the global leader it is today, has agreed to stay on as CEO and facilitate the integration.

“Surface inspection and 3D machine vision are part of Atlas Copco’s long-term strategy,” said Henrik Elmin, Business Area President Industrial Technique. “ISRA VISION has a strong brand and market position, a highly regarded technological expertise as well as a solid financial track record. Through this partnership we will increase the support for our customers on their transition towards digital manufacturing in several segments. The ability to offer both joining technologies and machine vision solutions for the same application strengthens our position as a strategic partner for our customers in the future.”

“Atlas Copco is the committed and long-term owner I have been looking for to give ISRA VISION a platform for further growth,” said Enis Ersü, CEO of ISRA VISION. “The partnership is good news not only for our shareholders, but for our customers, employees and our broader community, too: Customers will benefit from business continuity and even better service through Atlas Copco’s global footprint. Employees will be pleased to see their jobs and headquarter location secured.”

The takeover offer will be launched by Atlas Copco Germany Holding AG, a wholly-owned subsidiary of Atlas Copco AB. ISRA VISION shareholders tendering their shares will receive EUR 50 per share in cash, representing a premium of 29 percent on the volume-weighted three-month average share price prior to the announcement and a premium of 43 percent on the closing share price of February 7, 2020. The offer price corresponds to an enterprise value of MEUR 1 0941, including net debt of MEUR 0.7. The offer has the full support from both the Management Board and the Supervisory Board of ISRA VISION. Atlas Copco has already secured 34.9 percent of the shares via irrevocable undertakings and a share purchase agreement. Irrevocable agreements have been signed by EVWB GmbH & Co. KG, an entity controlled by Mr. Enis Ersü (24.2 percent), by Vision GbR (4.3 percent) and by members of the Supervisory Board (0.3 percent). In addition, Atlas Copco has signed a share purchase agreement for 6.1 percent with Kabouter Management, LLC.

The acceptance period will begin as soon as the German Federal Financial Supervisory Authority (BaFin) will have permitted the offer document. The acquisition is an all-cash transaction with committed funds. The tender offer will be made subject to, inter alia, the approval by antitrust authorities and the Committee on Foreign Investment in the United States (CFIUS). The offer will not contain a minimum acceptance threshold, as Atlas Copco does not intend to enter into a domination agreement. Following the closing of the takeover offer, the intention is to launch a delisting offer, which will be supported by ISRA VISION’s management and which does not require any minimum shareholding thresholds under German law.