THOUSAND OAKS, Calif. and Norwalk, Conn. – September 3, 2014 – Teledyne Technologies Incorporated (NYSE:TDY) (“Teledyne”) and Bolt Technology Corporation (NASDAQ:BOLT) (“Bolt”) jointly announced today that they have entered into a definitive agreement that provides for the merger of Bolt with a wholly-‐owned subsidiary of Teledyne. Pursuant to the transaction, Teledyne will acquire all of the outstanding common shares of Bolt for $22.00 per share payable in cash. The definitive agreement contemplates that Bolt will pay its previously announced quarterly dividend of $0.09 per common share, payable on October 2, 2014, to stockholders of record on September 3, 2014. The aggregate value for the transaction is approximately $171 million, taking into account Bolt’s stock options and net cash as of March 31, 2014. The transaction was unanimously approved by the Boards of Directors of Teledyne and Bolt. In addition, Bolt’s directors and executive officers have agreed to vote their shares in favor of the transaction.
Since 1965, Bolt has been a leading supplier of marine seismic energy sources and replacement parts for offshore energy exploration. Bolt also develops and manufactures high-‐reliability underwater cables and connectors, as well as related electronic controllers, monitoring systems and other auxiliary equipment. Through its SeaBotix business, Bolt is a leading designer and manufacturer of miniature underwater remotely operated vehicles (Mini ROVs) used in maritime security, search and rescue, aquaculture, and scientific research applications.
“Bolt will broaden our rich portfolio of marine instrumentation with a number of highly complementary products,” said Dr. Robert Mehrabian, Chairman, President and Chief Executive Officer of Teledyne. “Bolt’s geophysical acoustic sources will fit well with our existing hydrophone arrays, which listen for the echoes from these sound sources. Bolt would also bring unique connector technology, products and customers to our subsea interconnect businesses. Finally, SeaBotix expands our marine systems business by adding inspection-‐class ROVs to our autonomous underwater vehicles (AUVs), while also providing more platforms to use our extensive line of marine sensors.”
Raymond M. Soto, Bolt’s Chairman and Chief Executive Officer, commented, “This transaction rewards our shareholders, while providing exciting opportunities for both our customers and employees. Our respective companies have complementary products and technology, and given Teledyne’s resources, we believe that we can accelerate the development of new products, such as our environmentally friendly marine seismic energy source.”
Johnson Rice & Company L.L.C. is acting as exclusive financial advisor and Levett Rockwood P.C. and Edwards Wildman Palmer LLP are acting as legal counsel to Bolt. McGuireWoods LLP is acting as legal counsel to Teledyne.