Downers Grove, IL and Walla Walla, WA - January 25, 2018 - Duravant LLC ("Duravant"), a global engineered equipment and automation solutions provider to the food processing, packaging and material handling sectors, announced today that it has entered into a definitive agreement to acquire Key Technology, Inc. ("Key Technology") (NASDAQ: KTEC), a leading designer and manufacturer of digital sorting, inspection, conveying and processing equipment. The transaction brings together two global engineered equipment leaders and significantly extends Duravant's reach across food processing with new complementary products and applications.
Under the terms of the agreement, which has been unanimously approved by Key Technology's Board of Directors, Duravant will commence a tender offer to acquire all of the outstanding shares of Key common stock for $26.75 in cash, in a transaction valued at approximately $175 million.
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.
"I'm thrilled to welcome the Key Technology team to Duravant," said Mike Kachmer, President and CEO of Duravant. "Key Technology's culture of customer-centric innovation and their ability to successfully launch new technology platforms has been a driving force behind their impressive growth. Our two organizations share the same unwavering commitment to solving complex challenges for our customers through innovation."
"Key Technology is truly excited and honored to join Duravant, and we have great expectations for
the future of our combined teams," said Jack Ehren, President and CEO of Key Technology. "Duravant's strong commitment to investment and growth will enable Key to accelerate the execution of our overall strategic plan and even further enhance our customer partnerships."
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.
"The combined global infrastructure of Duravant and Key will also help us advance our commitment to increased geographic market and new application penetration," added Mr. Ehren.
The transaction is expected to close in the first quarter of 2018, subject to the tender and acceptance of at least a majority of the outstanding shares of Key common stock as well as other customary closing conditions. Following the close of the transaction, Key Technology will become a member of the Duravant family of operating companies.
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.
Investor Relations Call
The scheduled fiscal 2018 first quarter conference call previously announced by Key Technology related to Key Technology's first quarter results has been cancelled.
Headquartered in Downers Grove, IL, Duravant is a global automation and engineered equipment company with manufacturing, sales and service facilities throughout North America, Europe and Asia. Through their portfolio of operating companies, Duravant delivers trusted end-to-end process solutions for customers and partners through engineering and integration expertise, project management and operational excellence. With worldwide sales distribution and service networks, they provide immediate and lifetime aftermarket support to all the markets they serve in the food processing, packaging and material handling sectors. Duravant's market-leading brands are synonymous with innovation, durability and reliability. For more information, visit www.duravant.com.
About Key Technology
Key Technology (NASDAQ: KTEC) is a global leader in the design and manufacture of automation systems including digital sorters, conveyors, and other processing equipment. Applying processing knowledge and application expertise, Key helps customers in the food processing and other
industries improve quality, increase yield, and reduce cost. Key manufactures its products at its headquarters in Walla Walla, Washington, USA; in Beusichem, the Netherlands; Hasselt, Belgium; and Redmond, Oregon, USA. Key's domestic facilities are certified to the ISO 9001: 2008 standard. Key offers customer demonstration and testing services at five locations including Walla Walla, Beusichem, and Hasselt as well as Sacramento, California, USA and Melbourne, Australia; and maintains a sales and service office in Santiago de Queretaro, Mexico. For more information, visit www.key.net.
The tender offer described in this press release has not yet commenced. This press release is provided for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. At the time the tender offer is commenced, Duravant and its wholly owned subsidiary, Cascade Merger Sub, Inc., intend to file with the Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the tender offer, and Key Technology intends to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Duravant, C
More Info: http://www.duravant.com