The Carlyle Group to Acquire 61.77% of Metrologic Group Together with CEO and Founder, Philippe Cimadomo, and Management

Paris - The Carlyle Group (« Carlyle ») and the founders of Metrologic Group (Philippe Cimadomo, Gilles Bartoli and their families) announce today that they have signed an agreement for Carlyle to acquire 61.77% of the share capital and 71.15% of the voting rights of Metrologic Group for a consideration of €38 per share. The acquisition will be carried out by Tridimension Holding.

Philippe Cimadomo and Metrologic management will reinvest in order to retain a minority stake in Tridimension Holding and will keep their operational roles in the Group.

The shares of Metrologic Group are listed on the C compartment of Euronext Paris. Tridimension Holding will therefore file a simplified public offer at a price of €38 per share with the AMF on the shares it has not already acquired. An Ordinary General Meeting will be called by Metrologic’s Board of Directors in order to propose an exceptional dividend of €15.5 per share. Shareholders will therefore have the choice to tender their shares to the offer at €38 per share, coupon attached, or €22.5 par share, ex-dividend. If, at the end of the tender offer, the initiator were to control more than 95% of the shares and voting rights, the initiator intends to ask for a squeeze-out procedure and, in that case, the parties have agreed to limited price kickers.

Metrologic Group has asked Euronext for a quotation suspension until Monday 4 April.

HSBC is acting as exclusive financial adviser to The Carlyle Group and presenting and guaranteeing bank to the simplified public tender offer to be launched and Bryan Garnier as exclusive financial adviser to the selling shareholders.

Contacts

Metrologic Group
Sylvie Feyel
+33 (0) 4 76 04 30 30
 
 

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About Metrologic Group
Metrologic Group is a world software player, specialised in the design and manufacture of industry reputed 3D inspection software solutions intended to the equipment of any controller and to associated services. The group has developed a technology to connect its software to the vast majority of controllers including coordinating measuring machines (CMM), poly articulated arms, laser trackers and 3D optical scanners.

With a workforce of 141 employees and a client portfolio increasingly important among the automotive, aerospace or energy sectors, Metrologic Group generated in 2010 sales of €27.1 million and an operating profit of €12.4 million.
Web: http://www.metrologic.fr/

About The Carlyle Group
The Carlyle Group is a global alternative asset manager with $97.7 billion of assets under management committed to 76 funds as of September 30, 2010. Carlyle invests across three asset classes - private equity, real estate and credit alternatives - in Africa, Asia, Australia, Europe, North America and South America focusing on aerospace & defense, automotive & transportation, consumer & retail, energy & power, financial services, healthcare, industrial, infrastructure, technology & business services and telecommunications & media. Since 1987, the firm has invested $64.7 billion of equity in 1,015 transactions. The Carlyle Group employs more than 900 people in 19 countries.
Web: www.carlyle.com;
Video: www.youtube.com/OneCarlyle

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