Bryan, Garnier & Co advises Metrologic Group's founding shareholders on the sale of their majority stake to the Carlyle Group

Bryan, Garnier & Co advises Metrologic Group's founding shareholders on the sale of their majority stake to the Carlyle Group

News published on April Tuesday 26, 2011
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Paris, April 26th 2011 – Bryan, Garnier & Co, the independent pan-European Investment bank focusing on growth companies, announces the completion of the disposal of the 61.8% stake owned by Philippe Cimadomo and Gilles Bartoli in Metrologic Group, the global independent leader in 3D inspection software, to the Carlyle Group.

The transaction was executed for a consideration of EURO 38 per share, potentially adjusted to EURO 40 if, at the end of a simplified public offer to be launched in the coming days, the initiator were to control more than 95% of the shares and voting rights of Metrologic Group. This represents an equity value for Metrologic Group of respectively EURO 152 million and EURO 160 million, or an implied 2011e revenue multiple of around 3x.

Philippe Cimadomo and Metrologic’s management will reinvest in order to retain a minority stake (approximately 35%) in Tridimension Holding, the acquiring company specifically created for the purpose and controlled by Carlyle. They will keep their operational roles in the Group.

Founded 30 years ago by Philippe Cimadomo and Gilles Bartoli, Metrologic Group progressively established itself as the leading independent Company in the 3D inspection software solutions for the automotive and aerospace industries. The Company has historically had outstanding financial performance and generates about 80% of its revenue outside of France. In 2010, Metrologic generated revenues of EURO 27.1m and an operating profit of EURO 12.4 million.

Philippe Cimadomo, CEO of Metrologic Group commented: "My management team and I are very pleased to continue the Metrologic adventure together with Carlyle, who will support us in our international expansion".

Olivier Beaudouin, Managing Director at Bryan, Garnier & Co said: "Apart from the IPO, this LBO is the first major financial transaction for Metrologic Group, which has continuously generated cash since its inception. This transaction is one of the major Private Equity backed public to private since the financial crisis".

Virginie Lazès, Managing Partner, Head of Corporate Finance at Bryan, Garnier & Co added: "As Bryan Garnier’s 4th LBO transaction over the last 6 months, this transaction demonstrates our ability to accompany our clients in the execution of complex transactions with leading financial investors".

The shares of Metrologic Group being listed on the C compartment of Euronext Paris, Tridimension Holding has filed on April 20th a prospectus with the AMF for a simplified public offer at a price of EURO 38 per share on the shares it has not already acquired.

An Ordinary General Meeting will be held on May 25th for the vote of exceptional dividend distribution of EURO 15.5 per share. Shareholders will have the choice to tender their shares to the offer at EURO 38 per share, coupon attached, or EURO 22.5 per share, ex-dividend. If, at the end of the tender offer, the initiator were to control more than 95% of the shares and voting rights, the initiator intends to ask for a squeeze-out procedure.

Bryan Garnier acted as exclusive financial adviser to the selling shareholders.

For further information please contact:

Olivier Beaudouin / Managing Director - Corporate Finance / +33 1 56 68 75 35 / obeaudouin@bryangarnier.com

Vincent Gasné / Vice-President – Corporate Finance / + 33 1 56 68 75 9 / vgasne@bryangarnier.com

Jonathan Foiret-Hurbin / Associate – Corporate Finance / +33 1 56 68 75 52 / jfoirethurbin@bryangarnier.com

About Metrologic Group: www.metrologic.fr

Metrologic Group is a world software player, specialised in the design and manufacture of industry reputed 3D inspection software solutions intended to the equipment of any controller and to associated services. The group has developed a technology to connect its software to the vast majority of controllers including coordinating measuring machines (CMM), poly articulated arms, laser trackers and 3D optical scanners. With a workforce of 140 employees and a client portfolio increasingly important among the automotive, aerospace or energy sectors, Metrologic Group generated in 2010 sales of EURO 27.1 million and an operating profit of EURO 12.4 million.

About the Carlyle Group: www.carlyle.com

The Carlyle Group is a global alternative asset manager with $106.7 billion of assets under management committed to 84 funds as of December 31, 2010. Carlyle invests across three asset classes - corporate private equity, real assets and global market strategies - in Africa, Asia, Australia, Europe, North America and South America focusing on aerospace & defense, consumer & retail, energy & power, financial services, healthcare, industrial, infrastructure, technology & business services, telecommunications & media and transportation. Since 1987, the firm has invested $68.7 billion of equity in 1,035 transactions. The Carlyle Group employs more than 990 people in 19 countries.

About Bryan, Garnier & Co

Bryan, Garnier & Co is an independent investment bank specialising in European Healthcare, TMT and Renewable Energies growth companies. The firm is focused on three major activities: Equity Research & Brokerage, Asset Management and Corporate Finance. With more than 100 professionals, Bryan, Garnier & Co has for over ten years offered the range of services and expertise of top-tier investment banks, yet has the level of attention to clients of a boutique. Bryan, Garnier & Co is authorised and regulated by the Financial Services Authority (FSA) in the United Kingdom, and is member of London Stock Exchange and Euronext, Alternext Listing Sponsor, and is active on all European Capital Markets.

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