GSI Lumonics Acquires Westwind Air Bearings

GSI Lumonics Inc. (Ontario, Canada) has acquired Westwind Air Bearings Ltd. (UK) from Cobham Plc. for USD $37 million cash. It will become part of GSI Lumonics Ltd. (UK). Founded in 1965, Westwind was originally a small UK-based manufacturer of dental drills. In 1968, Federal-Mogul Corporation (USA) bought Westwind. The company gradually developed into the world's leading supplier of high-precision, high-speed air bearing and spindle systems. In May 1993, Federal-Mogul sold Westwind to the investment firm Kleinwort Capital (UK). At the time, Westwind's sales were £8.5 million. Kleinwort made strategic investments in Westwind, reorganized and redirected it toward the semiconductor market. In November 1995, with sales topping £26 million, Kleinwort sold Westwind to Cobham for £75 million. Cobham continued to develop Westwind, cementing its position as the leader in air bearing spindles. The company's fortunes have been up and down through the years, however, tied to the volatile semiconductor industry. In 2001, the company shed 100 workers (25%) from the primary Dorset manufacturing location, shifting some work to other Flight Refuelling operations. In March 2003, Westwind opened new manufacturing and remanufacturing facilities in Suzhou, China. Its products now target not just the semiconductor industry, but also optical scanners and imaging systems for medical and reprographic uses. Worldwide, Westwind will have 2003 sales of around $31 million, employing approximately 350 people. GSI said it expects Westwind will be accretive to earnings immediately. GSI Lumonics was created by the 1999 merger of General Scanning Inc. and Lumonics Inc., and operates three business segments: Laser Systems, Components, and Laser Sources. The company manufactures precision motion control components, lasers and laser-based advanced manufacturing systems for the medical, semiconductor, electronics and industrial markets worldwide. Although GSI's corporate headquarters is in Billerica, Massachusetts, it is formally a Canadian company registered in New Brunswick, Canada. Earlier this year, GSI asked shareholders to approve becoming a formally U.S.-based corporation, but the move was withdrawn due to lack of support. GSI made two acquisitions earlier in 2003. First, it acquired the Spectron Laser Systems division of Lumenis Ltd. (UK) for approximately USD $6.3 million. Spectron¡¯s lasers are primarily used in material processing applications such as marking, cutting plastic and diamonds, silicon machining and micro-welding. Spectron was rolled into GSI Lumonics¡¯ Laser Group in Rugby, UK. Following the Spectron acquisition, GSI acquired the Optical Encoder Division of Dynamics Research Corp. (USA) for approximately $3.3 million, expanding its lineup of motion control systems. The Westwind acquisition meshes exceptionally well with GSI's businesses; companies such as GSI are the largest customers for Westwind air bearings. Charles Winston, GSI President and CEO said, "The Westwind acquisition is consistent with the company's stated strategy of expanding its product lines and technology in the laser and precision motion components business groups. Westwind's high-precision rotary motion technology and products strengthen our position in the electronics manufacturing and optical scanning markets at a time when these markets are recovering." Steve Webb, Managing Director of Westwind Air Bearings Ltd, said, "We are delighted to become a member of the GSLI group, who have experience of developing businesses that provide value defining components to precision equipment manufacturers. We believe they are the ideal partner to help Westwind Air Bearings Ltd. develop. Additionally, our customers will have access to a broadened portfolio of products and services - including galvanometers, scanning subsystems, encoders, precision optics, lasers, and more - through other GSI Lumonics divisions." For its part, Cobham had been trying to divest Westwind for almost three years, but has never found a willing buyer for its highly specialized product line. Cobham's Gordon Page is noted for saying in 2001 that Westwind, "is not something we are going to give away," but also, "not something I would die in the ditch for." This past August, Cobham reaffirmed its intention to sell Westwind when it reorganized but left Westwind out of the reorganization. As Mr. Winston alluded to in his comments, GSI Lumonics has lately seen the worst of its key markets. In 2000, when the bottom fell out of the semiconductor, electronics and telecommunications markets that make up GSI's customer base, the company's fortunes turned quickly from 2000 profits of $45.4 million to losses of $14.7 million and $27.7 million in 2001 and 2002, respectively. In that time, sales fell to less than half their 2000 level. Sales have rebounded slightly in 2003; and the company said it has reached a breakeven point 40% lower than 2001 as it reported a profit in third quarter 2003. Even with the economic downturn, GSI remains debt-free; acquisitions are funded from cash on hand.