OREANDA-NEWS. American Science and Engineering, Inc. (NASDAQ:ASEI) (“AS&E” or the “Company”), a leading worldwide supplier of innovative X-ray inspection solutions, today announced that it has entered into a definitive agreement to be acquired by OSI Systems, Inc. (NASDAQ:OSIS) for $37.00 per share of AS&E common stock in an all-cash transaction, for a total transaction value of approximately $269 million. The transaction consideration represents a premium of approximately 25% based on the volume-weighted average closing stock price for the 90 days up to and including June 20, 2016. The transaction and the merger agreement were unanimously approved by AS&E’s Board of Directors.                 

AS&E noted that the transaction is the culmination of a strategic review process in which the Company, with the assistance of its independent financial and legal advisors, thoroughly reviewed a range of options to maximize shareholder value.

“We are pleased to have reached this agreement with OSI Systems, which provides our shareholders with a compelling cash value and follows a thorough review of strategic alternatives for the Company,” said Chuck Dougherty, AS&E's President and Chief Executive Officer. “After a careful assessment of conditions in our markets worldwide, the Board determined that entering into this transaction was in the best interest of our shareholders.”

He continued, “The combination of AS&E and OSI Systems will create a leader in Cargo and Aviation security screening platforms, offering customers and business partners a complete range of scanning solutions to meet their evolving security and operational requirements. Additionally, the collective scale, technology capabilities, and mutual channel strengths of the combined businesses will enable the Company to provide customers and business partners with an enhanced set of competitive products and services.”

Hamilton W. Helmer, AS&E’s Chairman of the Board of Directors, said, “This transaction is a testament to the great team at AS&E. Together, they have built a highly successful company with a more than five decades’ long heritage of innovation and technological expertise. Strategically, this is the right time to pursue this combination because it brings together enhanced scale and complementary portfolio offerings that will strengthen the combined businesses’ position in inspection services and technologies."

Deepak Chopra, OSI Systems’ Chairman and Chief Executive Officer, commented,  “AS&E’s backscatter X-ray technology has long been a leader within the security industry, and its cutting-edge products, extensive service network, and premier customer base are highly complementary to our current operations.  We look forward to welcoming AS&E’s talented team to OSI Systems and we expect to maintain AS&E’s current operations in Billerica, MA as an essential part of an expanded security scanning business unit.”

The transaction is subject to approval of AS&E shareholders, regulatory approval, and other customary closing conditions. The transaction is expected to be completed by the end of 2016.

Evercore is serving as financial advisor and provided a fairness opinion to AS&E. Wilmer Cutler Pickering Hale and Dorr LLP is acting as legal counsel to AS&E.

About AS&E
American Science and Engineering, Inc. (AS&E) is the trusted global provider of threat and contraband detection solutions for ports, borders, military, critical infrastructure, law enforcement, and aviation. With over 50 years of experience, AS&E offers proven, advanced, X-ray inspection systems to combat terrorism, drug smuggling, illegal immigration, and trade fraud. AS&E systems are designed in a variety of configurations for cargo and vehicle inspection, parcel inspection, and personnel screening. Using a combination of technologies, these systems provide superior detection capabilities, with high-energy, dual-energy, and Z Backscatter® X-rays — pioneered by AS&E. Learn more about AS&E products and technologies at http://www.as-e.com/ or follow us on Twitter @ase_detects.

About OSI Systems, Inc.
OSI Systems, Inc. is a vertically integrated designer and manufacturer of specialized electronic systems and components for critical applications in the homeland security, healthcare, defense and aerospace industries. It combines more than 30 years of electronics engineering and manufacturing experience with offices and production facilities in more than a dozen countries to implement a strategy of expansion into selective end product markets. For more information on OSI Systems, Inc. or any of its subsidiary companies, visit www.osi-systems.com.