Cognex Corporation Acquires DVT | Automation.com

Cognex Corporation Acquires DVT

May 102005
NATICK, MA, May 9, 2005-Cognex Corporation (NASDAQ: CGNX), the world's leading supplier of machine vision systems, announced today that it has acquired DVT Corporation, a privately-held company based in Duluth, Georgia.

Under the terms of the acquisition, Cognex purchased all of the outstanding shares of DVT for approximately $115,000,000, consisting of a cash payment of $104 million made at the closing, and a final payment of up to an additional $11 million in cash to be paid at the end of a one-year escrow period. The acquisition was completed on May 9.

Cognex plans to maintain operations at DVT's current facility in Georgia, and to continue selling and supporting DVT's vision products through DVT's existing third-party distribution channel.

DVT Corporation is a leading provider of low-cost, easy-to-use vision sensors, which it sells primarily to the fast-growing factory-floor segment of the machine vision business. The company's principal product, Legend, is used by a large number of customers in a wide variety of industries for applications such as inspection and quality control.

"This is the largest acquisition that Cognex has ever completed...in terms of price, in terms of revenue, and most importantly, in terms of the positive impact that it will likely have on our company," said Dr. Robert J. Shillman, Chairman and CEO of Cognex.

Dr. Shillman continued, "In recent years, Cognex has been very successful in expanding its product line by adding low-cost and easy-to-use vision products. Our In-Sight(r) business has grown to over $60 million in just five years, and Checker(tm), our newest entry into the presence-sensing market, is gaining traction. However, reaching the thousands of prospects for these products in factories around the world requires a large third-party sales and distribution channel to supplement our own direct end-user sales force.

During 2004, Cognex started to build a third-party distribution channel, and prior to this acquisition we had signed over 40 distributors, mostly in North America. With the acquisition of DVT, Cognex immediately gains a worldwide network of more than 150 additional industrial distributors, all fully trained in selling and supporting machine vision products."

As a result of the acquisition, Cognex expects an increase in its revenue of approximately $15 - $20 million during fiscal year 2005. The acquisition is expected to be neutral to earnings in 2005, and accretive, even including acquisition charges, in fiscal year 2006. Due to the late timing of the transaction, Cognex expects the acquisition to have minimal impact on its second quarter results.

Analyst Conference Call and Simultaneous Webcast
Cognex will be hosting a conference call to discuss this acquisition on Tuesday, May 10, 2005 at 9:00 a.m. eastern time. The telephone number for the live call is 800-770-5589 (or 973-935-2039 if outside the United States). A replay will begin at approximately 11:00 a.m. eastern time on Tuesday and will run continuously for 1 week. The telephone number for the replay is 877- 519-4471 (or 973-341-3080 if outside the United States) and the access code is 6053983.

Internet users can listen to a real-time audio broadcast of the conference call, as well as an archive replay of the call, on Cognex's website at www.cognex.com/investor/default.asp.

About Cognex
Cognex Corporation designs, develops, manufactures, and markets machine vision systems, or computers that can "see." Cognex is the world's leader in the machine vision industry, having shipped more than 225,000 machine vision systems, representing over $1.7 billion in cumulative revenue, since the company's founding in 1981. Cognex's Modular Vision Systems Division, headquartered in Natick, Massachusetts, specializes in machine vision systems that are used for automating the manufacture of a wide range of discrete items and for assuring their quality. Cognex's Surface Inspection Systems Division, headquartered in Alameda, California, specializes in machine vision systems that are used for inspecting the surfaces of products manufactured in a continuous fashion, such as metals, papers, and plastics.

In addition to its corporate headquarters in Natick, Massachusetts, Cognex also has regional offices and distributors located throughout North America, Japan, Europe, and Southeast Asia. Visit Cognex on-line at www.cognex.com.
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