Duravant completes acquisition of Key Technology
Duravant completes acquisition of Key Technology
Duravant LLC, a global engineered equipment and automation solutions provider to the food processing, packaging and material handling sectors, announced the completion of its acquisition of Key Technology, Inc.(NASDAQ: KTEC), a leading designer and manufacturer of digital sorting, inspection, conveying and processing equipment, for $26.75 per share in cash, without interest, and net of applicable withholding of taxes. The acquisition agreement was first announced on January 25, and on March 20 Duravant completed the acquisition.
As a result of the completion of the merger, Key Technology has become a wholly-owned subsidiary of Duravant and the common stock of Key Technology will no longer be listed for trading on the NASDAQ Global Select Market. Key Technology expects no further trading after the close of business on March 20, 2018.
Key Technology is a worldwide leader in advanced automation systems for food processing and other end markets. Their portfolio includes highly intelligent optical inspection and digital sorting systems, vibratory conveying systems, and process and preparation systems. With corporate headquarters in Walla Walla, Washington, and facilities in the Netherlands, Belgium, Australia and Mexico, Key Technology serves national and multi-national customers with leading-edge technical, mechanical, optical and software-based solutions designed to optimize yield, quality and efficiency.
Mike Kachmer, President and CEO of Duravant:
Tender Offer Details
The tender offer for all of the outstanding shares of Key Technology common stock expired at 5:00 p.m. (Eastern Time), on Monday, March 19, 2018 (the “Expiration Time”) and was not further extended. American Stock Transfer & Trust Co., LLC, the depositary and paying agent for the tender offer, has advised Duravant that 5,510,731 shares of Key Technology common stock were tendered, representing approximately 86.2% of the shares outstanding.
All of the conditions to the tender offer having been satisfied, Duravant has caused all shares tendered in the tender offer to be accepted for payment and will cause the payment for all such tendered shares as soon as practicable in accordance with the terms of the offer.
On March 20, 2018, Duravant completed its acquisition of Key Technology through the merger of a wholly owned subsidiary of Duravant with Key Technology without a vote of Key Technology’s shareholders pursuant to the Oregon Business Corporation Act Section 60.491.
In connection with the merger, all Key Technology shares of common stock not purchased in the tender offer have been converted into the right to receive $26.75 per share in cash, without interest, and net of applicable withholding of taxes, the same amount paid for all shares validly tendered and not validly withdrawn in the tender offer.
Baird served as exclusive financial advisor to Key Technology. Tonkon Torp LLP served as legal advisor to Key Technology. Cleary Gottlieb Steen & Hamilton LLP served as legal counsel to Duravant.
As a result of the completion of the merger, Key Technology has become a wholly-owned subsidiary of Duravant and the common stock of Key Technology will no longer be listed for trading on the NASDAQ Global Select Market. Key Technology expects no further trading after the close of business on March 20, 2018.
Key Technology is a worldwide leader in advanced automation systems for food processing and other end markets. Their portfolio includes highly intelligent optical inspection and digital sorting systems, vibratory conveying systems, and process and preparation systems. With corporate headquarters in Walla Walla, Washington, and facilities in the Netherlands, Belgium, Australia and Mexico, Key Technology serves national and multi-national customers with leading-edge technical, mechanical, optical and software-based solutions designed to optimize yield, quality and efficiency.
Mike Kachmer, President and CEO of Duravant:
“Over the last 70 years, Key Technology has built a sterling reputation in its industry by focusing on delivering efficiencies and profits to their customers.”Jack Ehren, President and CEO of Key Technology:
“As we welcome the Key Technology team to the Duravant family of brands, we look forward to growing that legacy through continued innovation of cutting-edge solutions.”
“Key Technology is very much aligned with Duravant’s strong commitment to investment and growth, which will enable Key to accelerate the execution of our strategic priorities.”The transaction brings together two global engineered equipment leaders and significantly extends Duravant’s reach across food processing with new complementary products and applications. Duravant serves customers and partners in over 190 countries worldwide across multiple sectors including food and beverage, agriculture, household goods, pharmaceuticals, distribution and industrials. With a portfolio of world-class brands and automation solutions, Duravant connects equipment, integration and lifecycle management through the company’s SupportPro services.
Tender Offer Details
The tender offer for all of the outstanding shares of Key Technology common stock expired at 5:00 p.m. (Eastern Time), on Monday, March 19, 2018 (the “Expiration Time”) and was not further extended. American Stock Transfer & Trust Co., LLC, the depositary and paying agent for the tender offer, has advised Duravant that 5,510,731 shares of Key Technology common stock were tendered, representing approximately 86.2% of the shares outstanding.
All of the conditions to the tender offer having been satisfied, Duravant has caused all shares tendered in the tender offer to be accepted for payment and will cause the payment for all such tendered shares as soon as practicable in accordance with the terms of the offer.
On March 20, 2018, Duravant completed its acquisition of Key Technology through the merger of a wholly owned subsidiary of Duravant with Key Technology without a vote of Key Technology’s shareholders pursuant to the Oregon Business Corporation Act Section 60.491.
In connection with the merger, all Key Technology shares of common stock not purchased in the tender offer have been converted into the right to receive $26.75 per share in cash, without interest, and net of applicable withholding of taxes, the same amount paid for all shares validly tendered and not validly withdrawn in the tender offer.
Baird served as exclusive financial advisor to Key Technology. Tonkon Torp LLP served as legal advisor to Key Technology. Cleary Gottlieb Steen & Hamilton LLP served as legal counsel to Duravant.
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