ION Geophysical Corporation announced that it has signed a definitive agreement to acquire all of the outstanding shares of ARAM Systems Ltd., a Canadian-based provider of cable-based land seismic recording systems, and its affiliate company, Canadian Seismic Rentals, Inc. Of the gross purchase price of CDN $350 million, US $275 million will be paid in cash while the remainder will be paid in ION common stock. The transaction is expected to be earnings neutral for the remainder of 2008 and accretive to ION's consolidated pro-forma earnings in 2009.
Bob Peebler, ION's President and CEO, stated, "Over the last several years, ARAM has demonstrated a clear ability to gain presence in an expanding global market for cable-based land seismic recording systems. ARAM's reputation for engineering and supply chain excellence, product reliability, and value-adding customer support have contributed to rapidly growing revenues that now exceed $100 million per year. From a starting position as a low cost, niche player in the land systems business, ARAM has firmly established itself as a major player in the analog segment of the market. Their ARIES recording systems, known for reliability and ease of use, have been embraced by contractors. The pending introduction of ARIES II will allow ARAM to compete aggressively for high channel-count analog business and should extend the company's track record of delivering high quality, low cost systems. We believe the scope and scale of the combined entity will offer our customers expanded and accelerated access to a broader range of instrumentation options and enable our consolidated land businesses to grow more rapidly and deliver bottom-line results more effectively than either company could on its own. In addition to synergies associated with the consolidation of product roadmaps and technical and operations personnel, we have a significant opportunity to leverage each other's customer base for cross-selling and up-selling as well as to incorporate ARAM's proven ability to design and manufacture high-margin land imaging systems within ION."
Chris Chamberlain, President and CEO of ARAM, added, "Under Bob Peebler's leadership, ION has formulated and begun to realize a vision for a new kind of technology-focused seismic company. By introducing products such as VectorSeis and FireFly and by acquiring innovation leaders like GX Technology and Concept Systems, ION has assembled a portfolio of land imaging hardware, software, and imaging services that is capturing the imaginations of both contractors and E&P companies. We believe ARAM's products and people
The US $275 million cash portion of the transaction is expected to be sourced by a term loan issued in conjunction with ION's existing line of credit and from the proceeds of long-term debt, terms and conditions of which have yet to be finalized. Including anticipated interest expenses, the issuance of ION common stock to finance the non-cash portion of the transaction, and synergies, but excluding one-time charges, the acquisition is projected to be earnings-neutral for the remainder of 2008 and accretive on a consolidated pro-forma basis in 2009. Evercore Group L.L.C. served as ION's financial advisor, while Tudor, Pickering, Holt & Co. L.L.C advised ARAM.
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