Spokane, WA, Feb. 26, 2007 — Itron Inc. announced that it has signed an agreement to acquire all of the stock and convertible bonds of Actaris Metering Systems (Actaris). The purchase price is over $1 billion plus the retirement of nearly $600 million of debt, which, at an exchange rate of 1.30, totals approximately $1.6 billion. The acquisition is expected to close in the second quarter of 2007.
Actaris is a provider of electricity, gas and water metering, primarily outside of North America. Itron is an AMR electricity meter supplier in North America. The acquisition will allow Actaris to offer Itron’s industry leading AMR and advanced metering infrastructure (AMI) technologies and software to customers outside of North America, and expand Actaris gas and water meter opportunities in North America.
The acquisition of Actaris will be funded by approximately $1.1 billion of fully-committed senior secured debt facilities, the net proceeds of the private placement of approximately $235 million of common stock, which was completed February 25, 2007, and cash on hand.
Based on management’s expectation for closing in the second quarter, Itron expects that in 2007 the acquisition will add approximately $720 to $730 million in revenue, $0.20 to $0.30 in non-GAAP EPS and $110 to $115 million Adjusted EBITDA.
The acquisition is not subject to U.S. regulatory review. However, it will be subject to review by several regulatory bodies in countries outside the U.S., including, Ukraine, Germany, Brazil, Spain and Portugal, which require filings regardless of competitive product overlap.
Itron has received a senior secured underwritten agreement from UBS to finance the transaction. Additionally, UBS acted as exclusive financial advisor to the Itron and sole placement agent for the private placement of common stock.
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