Sensors made by the New York company PCB Group Inc. are often paired with test equipment made by MTS Systems.
So as MTS, based in Eden Prairie, looked for acquisition opportunities over the past two years, PCB popped up as an option.
"It was natural for us to be interested in, and the more we got to know it the more we liked it and believed the strategic fit with our company was outstanding," said MTS Chief Executive Jeffrey Graves.
MTS — which makes sophisticated test systems for a variety of industrial production segments — on Wednesday announced that it would acquire PCB for $580 million. It is the largest acquisition since MTS Systems formed in 1966 after splitting off from another Eden Prairie company, Research Inc.
MTS sells more than 70 percent of its products and services overseas, and like other manufacturers, is taking a hit because of the strong U.S. dollar. On a constant currency bases, revenue last year climbed about 6 percent. Officials said the addition of PCB will allow the company to grow faster and post results closer to its long-term goal of double-digit annual growth.
The merger is expected to close in MTS' fourth quarter, which ends Oct. 1.
PCB Group, based in Depew, N.Y., will become a wholly owned subsidiary of MTS with its president, David Hore, continuing to lead it and report to Graves. The Eden Prairie company will create two business units, with the sensor product business run out of Depew, and the test equipment business run locally.
MTS does have a small sensors business, but its test equipment business currently accounts for about 80 percent of annual sales. The sensor business has higher margins and is growing faster.
MTS Systems test equipment is used by makers of cars, planes, trains and industrial equipment. Graves said the test equipment can last 20 to 30 years. Of the $6 billion worth of test equipment sold in MTS' 50-year history, about $4.5 billion worth are still in use.
MTS Systems will pay for the PCB transaction with debt and equity, primarily $490 million in new corporate debt. MTS will continue to pay its regular dividend but will suspend its stock buyback plan while it accelerates payment on the new long-term debt.
MTS Systems, which has 2,415 employees, will see its employment jump to about 3,400.
On a pro forma basis, assuming the transaction had been completed at the start of the fiscal year, MTS expects the combined company could have fiscal 2016 revenue of $785 million.
Before the merger announcement MTS was expecting revenue for this fiscal year to be in the $570 million to $600 million range. The company has now updated its guidance for the year to the $600 million to $650 million range.
Because of costs associated with the transaction, MTS is lowering its earnings guidance from the previously disclosed range of $3.03 to $3.28 per share to $1.35 to $1.65 per share.
Nonrecurring transactions costs are expected to be between $31 million and $36 million. Excluding these costs, MTS expects the deal to be fully accretive to its earnings by fiscal 2018.
Shares of MTS closed Wednesday at $52.06, down 12.1 percent on the day.
Patrick Kennedy • 612-673-7926
