ITT Acquires OI to Strengthen Analytical Instrumentation Business

In order to strengthen its global analytical instrument business, ITT recently acquired OI and announced that it has reached a clear agreement with OI for its acquisition of all OI-listed shares. It is understood that the total value of these shares is approximately US$29 million. The OI Board of Directors has passed this transaction in its entirety, but it still needs the consent of OI shareholders and completes other transaction procedures. It is reported that the acquisition is expected to be completed by the end of this year.

Enhance ITT's analytical business capabilities

OI is the preferred supplier of instrumentation equipment for laboratory and environmental testing in the pharmaceutical, petrochemical, power and industrial markets. The company’s products will enhance ITT’s analytical instrument business, which was established after ITT acquired Nova Analytical Instruments at the beginning of this year.

“We have seen the very attractive growth characteristics of the analytical instrument market, and OI's participation is exactly in line with our strategy of acquiring those companies that are very complementary and attractive to our existing operations”, ITT Senior McKellyn, vice president and president of the sports and mobility control business unit, said.

Buying companies with expertise and teaming up with OI not only enhances our business portfolio, but also gives us a huge opportunity to use our European branches and sales channels to bring OI's technology to those markets.

Established in 1963, OI is engaged in the innovation of total organic carbon analyzers and instruments related to gas chromatography, as well as the production and service of consumables. OI reported a revenue of 20 million U.S. dollars in 2009, and it is expected that the annual revenue for 2010 will be 25 million U.S. dollars. Headquartered in Texas College Station, it employs 125 employees. Its products are sold to the world directly or through independent agents and branch merchants.

Positioning OI for growth

J. Bruce Lancaster, chief executive officer and chief financial officer of OI, said: “We believe this transaction will give our shareholders, customers, and employees impressive opportunities as a member of the ITT family. We will continue to have tremendous resources to develop, market, and sell our innovative products.

OJ President and Chief Operating Officer Don Seggs added: “Working with ITT will be faster than we alone. As a member of the ITT analysis team, we hope to continue our tradition of providing innovative chemical analysis products and services.

Agreement terms

Under the terms of the agreement, OI will become a subsidiary of ITT, operating under the OI Analytical Instrument brand. ITT will purchase a total of 12% of the shares of OI's shares, which is equivalent to a 43% premium to the closing price of the OI stock on September 13, 2010 before the announcement of the merger agreement. Moreover, according to certain financial conditions stipulated in the agreement, OI promised to distribute a one-time extra dividend of US$0.50 per share to its shareholders immediately before the transaction is reached. OI management believes that based on the current cash position and predicted cash flow, there will be sufficient cash to pay additional dividends at an interest rate of $0.50 per share. Further, if OI's fourth-quarter filing date is before the completion of the merger, it must also issue a normal dividend of US$0.05 per share. It is uncertain whether these dividends are declared or paid.