Planar to Acquire Clarity Visual Systems
Jul 19, 2006 5:17 PM
In the first phase of the Company's strategy to further expand into value-added, high-growth segments of the specialty display marketplace, Planar Systems (NASDAQ: PLNR) announced that it has agreed to acquire all of the outstanding capital stock of privately-held Clarity Visual Systems for approximately $46 million in cash and Planar stock, subject to certain purchase price adjustments to reflect changes in balance sheet items and the number of outstanding shares of Clarity capital stock. Clarity is a leading provider of command and control digital displays and digital signage hardware and software systems for wide-ranging applications.
"Planar's financial strength has provided the flexibility to pursue attractive growth opportunities that integrate our flat panel display technology and go-to-market expertise with the specialized skills and product focus of a company like Clarity," said Gerry Perkel, Planar president and chief executive officer. "This acquisition fits very well with our new strategic direction, focusing on specialized display market segments that allow Planar to deliver more value to our customers and sell higher-margin solutions. Clarity brings these attributes to Planar, and provides us with an excellent group of employees to augment the existing talent at our Company. In addition, we believe the acquisition of Clarity increases Planar's future revenue growth trajectory as well as our future profitability."
Clarity's command and control products include premium display solutions targeted at a wide range of market applications, including transportation and traffic control, security and defense programs, energy, broadcast and telecommunication segments. The company is a leader in market applications where large-screen, multiple integrated displays create a "wall of information." The company's patented information processing hardware and software solutions control the display of information from a wide variety of sources to the display system application. The market for command and control room visual systems was estimated by iSuppli at more than $400 million globally in 2005, and is forecasted to grow more than 15 percent annually.
The digital signage market in which Clarity participates is experiencing rapid growth driven by a number of factors, including broadband delivery of multimedia content, trends in advertising toward targeted marketing campaigns at the point of purchase, and overall reductions in display component costs due, in part, to broad consumer adoption of related product categories. Clarity and its related "Coolsign" brand has sold over 5,000 signage systems including specialized signage monitors and/or networking software to a variety of attractive market segments, including retail banking, indoor public vendor advertising, casino and hospitality. Planar's initiatives in retail signage and kiosk systems will be combined with Clarity's market position in digital signage to address this growing market's need for display network management software and specialty displays. The worldwide market for electronic signage was estimated by iSuppli at $1.3 billion in 2006, growing to more than $2.3 billion by 2008.
"Clarity's competitive advantage is in its ability to create innovative, customer-focused solutions for the delivery and display of networked visual information, as well as the talent and commitment of its workforce," said Paul Gulick, president and chief executive officer of Clarity. "I believe the combination of Clarity's market leadership in networked display solutions with Planar's flat-panel specialized display solutions will allow the combined company to uniquely address growth markets around the world."
Clarity was founded in 1995 and recorded net sales of $59.0 million through the 12 months ending June 30, 2006. Clarity currently employs approximately 200 people, with more than half based at the company's headquarters in Wilsonville, Oregon. Upon completion of the acquisition, Mr. Gulick, and senior vice president, sales and marketing, Kris Gorriaran will join Planar's executive team. Mr. Gulick will become Planar's vice president and chief technology officer, and Ms. Gorriaran will become vice president and general manager of the newly acquired business group. Both will report directly to Mr. Perkel.
Planar's purchase of Clarity includes the assumption of a net debt to cash position of approximately $6 million and the assumption of all outstanding options to purchase Clarity capital stock. The acquisition is expected to close late in the fourth quarter or early in the first quarter of 2007, subject to receipt of regulatory approvals, Clarity shareholder approval, and customary closing conditions. The transaction is expected to be slightly accretive to Planar's internal non-GAAP financial projections in fiscal 2007.
More details relating to the proposed acquisition of Clarity will be discussed in the Company's third quarter earnings conference call today, July 19, 2006, beginning at 8:30 a.m. Pacific Time. The call can be heard via the Internet through a link on Planar's Web site, www.planar.com, or through numerous other investor sites, and will be available for replay beginning July 20 until August 19, 2006. The Company intends to post on its Web site a transcript of the prepared management commentary from the conference call shortly after the conclusion of the call.
For more information, visit www.planar.com.