Adept has agreed to purchase all outstanding shares of Cerebellum for a total purchase price of up to $1.2 million. Payment will be made in the form of cash and shares paid over a two-year period. To date, an initial cash payment of $350,000 has been made. In January 2008, Adept will make an additional payment of $65,000 in cash to be held in escrow for one year and released on the first anniversary of the acquisition, at which time there will also be a contingent payment of up to $335,000 in Adept common stock, if certain employee retention provisions are met. A final payment of $65,000 in cash will be made two years from the date of acquisition, as well as a contingent payment of up to $385,000 in Adept common stock, provided certain employee retention provisions are met. Additionally, Cerebellum’s principle executives, who are founders of the acquired company, are eligible to receive bonus payments of up to EUR 312,000 based on the sales performance of certain Cerebellum products over the next two years.
Cerebellum Automation, founded in 2004, has a growing base of major OEM, end-user and system integrator customers in France and Western Europe. The company provides a number of products and services, most notably CIDE, an intuitive robotic and motion control application development suite, and ApproFlex, an award-winning feeding and small part handling system designed for end-user customers. Both CIDE and ApproFlex provide incremental value-added revenue potential to Adept’s product line and expand the market for Adept’s MotionBlox line of single and multi-axis controllers.
“The acquisition of Cerebellum Automation is both complementary and additive to Adept, augmenting our capabilities in key vertical and geographic markets,” said Robert Bucher, chief executive officer of Adept. “Cerebellum complements our strong position in Germany and gives us a greatly expanded footprint in the French automation market, which is the third largest in Europe. Their expert staff also brings proven experience in developing automation solutions for the medical and packaging markets, which we will leverage worldwide.”
Adept plans to rapidly integrate Cerebellum’s ten employees into its French office, and anticipates the resulting incremental operating costs will be approximately $230,000 per quarter. The Company expects the acquisition will be immediately accretive to revenue and anticipates continued growth in Cerebellum product sales. Adept further expects the acquisition will be accretive to operations and cash flow within two years.
“On behalf of my co-founder Alexandre Haag and the rest of the Cerebellum team, we are very pleased to be joining Adept Technology,” said Bruno Adam, chief executive officer of Cerebellum Automation. “As a certified developer for Adept for the last several years, we are quite familiar with the company and the quality of its products and its relations with its partners and customers. The marriage of Cerebellum with Adept builds on the strengths of both companies and benefits all parties - customers, partners, employees and shareholders.”
About Adept Technology, Inc.
Adept Technology, Inc. designs, manufactures and markets robotic systems, motion control and machine vision technology for global markets including automotive, consumer electronics, consumer goods, disk drive, food, industrial tooling, medical devices, and pharmaceutical. Adept robots, controllers, and software are used for small parts assembly, material handling and packaging. Adept intelligent automation product lines include industrial robots, configurable linear modules, machine controllers for robot mechanisms and other flexible automation equipment, machine vision, and systems and applications software. Founded in 1983, Adept Technology is the largest U.S.-based manufacturer of industrial robots. More information is available at http://www.adept.com.
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About
Lisa Cummins
Chief Financial Officer
Adept Technology, Inc.
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Lauren Bucher
Marketing
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