RVSI to acquire Acuity Imaging

Electronic News, Feb 13, 1995

HAUPPAUGE, N.Y.--Robotic Vision Systems, Inc. (RVSI) has signed a letter of intent to acquire Acuity Imaging in a stock-for-stock deal valued at about $26 million.

Both companies manufacture machine vision products, with RVSI focusing on 3-D inspection applications and Acuity supplying 2-D products for a variety of applications.

The companies intend to complete the transaction as a tax-free reorganization, accounted for as a pooling of interests. RVSI will issue 1.823396 shares of its common stock for each share of Acuity, or approximately 4,361,000 shares of RVSI common stock for all of Acuity's outstanding shares. In addition, Acuity's outstanding stock options would be exchanged for options on RVSI's common stock at the same ratio, 1.823396 RVSI options for each Acuity option.

Both companies are publicly held.

RVSI said the deal is subject to certain conditions before closing, including completion of due diligence, negotiation of definitive documents and shareholder approval.

Acuity, based in Nashua, N.H. was formed a year ago in the merger of Automatix, Inc. and Itran Corp. It has 117 employees. For the nine months ended Oct. 1, 1994, Acuity had net income of $1.05 million on revenues of $16.3 million.

RVSI has 128 employees. For the fiscal year ended Sept. 30, 1994, the company had net of $3.1 million on revenues of $24.6 million.

"We are pleased with this combination of RVSI's technological leadership in 3-D machine vision with Acuity's outstanding 2-D machine vision technology," said Pat V. Costa, chairman, president and CEO of RVSI. "We anticipate that RVSI's customers would benefit significantly from Acuity's products."

Mr. Costa added that Acuity would be structured as a wholly-owned subsidiary of RVSI and will remain in New Hampshire under its present management.

"Acuity looks forward to this merger of two profitable companies with excellent management and technology leadership in their respective fields," said Ofer Gneezy, president of Acuity. "I would expect benefits in terms of increased customer confidence and perception by the financial community as a result of the larger size and capability of this new combination. I believe this is the most significant merger to date in the machine vision industry and furthers the industry consolidation which led to the creation of Acuity one year ago."

John Pemble recently resigned as CEO of Acuity (EN, People in the News, Jan. 2). At the time, the company said it would seek a new CEO, but RVSI stated that Acuity would remain "under the leadership of its current president," Mr. Gneezy.