Filed by Key Technology, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
[KEY TECHNOLOGY, INC., LOGO]
FOR IMMEDIATE RELEASE: February 15, 2000
CONTACT: Tom Madsen Ted Sharp
President/CEO Chief Financial Officer
Key Technology, Inc. Key Technology, Inc.
(509) 529-2161 (509) 529-2161
KEY TECHNOLOGY ANNOUNCES PLANS TO ACQUIRE
ADVANCED MACHINE VISION CORPORATION
WALLA WALLA, WA - Key Technology, Inc. (NASDAQ/NMS: KTEC) announced today that
it has signed a definitive agreement and Plan of Merger with Advanced Machine
Vision Corporation (NASDAQ: AMVC). AMVC is comprised of two subsidiaries--SRC
VISION, Inc. and Ventek, Inc. SRC VISION, located in Medford, Oregon and
Eindhoven, the Netherlands, designs and manufactures machine vision systems for
the food, agricultural, plastics, tobacco, and pulp wood industries. Ventek,
located in Eugene, Oregon, designs and assembles machine vision systems for
automated inspection and process control in the plywood and wood panel
industries. AMVC had revenues of $24 million in 1999 and employs approximately
190 people.
Under the terms of the Agreement, each share of AMVC common stock would receive:
- - $1.00 per share in cash, plus
- - Key convertible preferred stock, redeemable for $1.00 in cash for each
AMVC common share any time after two years, or convertible at any time
into 2/3 of a share of Key common stock for each 10 shares of AMVC common
stock, plus
- - a warrant to purchase Key common stock, redeemable at any time for $.25 in
cash for each AMVC common share, or which can be exercised to purchase .025
shares of Key common stock per AMVC common share at an exercise price of
$15.00 per share of Key common stock.
The Agreement is subject to approval by the holders of Key's common stock and
AMVC's common and preferred stock, which will be solicited at stockholders
meetings expected to be held in May of this year.
150 Avery, Walla Walla, WA 99362-1668 U.S.A.
Telephone:509-529-2161-Administration Fax:509-522-3378-Web Sight:www.keyww.com
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"We are pleased to have been able to structure this merger plan with the support
of AMVC's management and board of directors," commented Tom Madsen, President
and CEO of Key Technology. "We feel the features of the Plan that permit AMVC
stockholders to acquire Key Technology common stock offer meaningful upside to
the Plan's cash value. The merger with AMVC provides unique opportunities for
growth and operating efficiencies, and allows AMVC stockholders to share in that
added value with Key's stockholders."
"The Company believes that the transaction will result in substantial cost
reductions and is expected to be accretive to earnings in Fiscal 2001.
Management expects that approximately $4-5 million in direct cost reduction can
be achieved through reductions in manufacturing, combining sales and marketing
efforts and elimination of redundancies in research and development programs. At
the same time, the acquisition will allow the Company to more aggressively
expand geographic and market sector sales coverage. The combined company will
also expand the development of new technologies for solving customers' quality,
safety and productivity problems, and provide a higher level of customer service
with the combination of the two service organizations. Key's Specialized
Conveying Systems (SCS) division, which designs and manufactures conveying
equipment, will benefit immediately from the increased level of systems work
that will be generated by the sale of SRC optical sorting machines," said Mr.
Madsen.
"The acquisition of AMVC fits our strategy of growth through acquisition of
companies with unique technology and market positions that will be additive to
our own internal development," commented Mr. Madsen. "Both companies' product
lines will be continued since each offers unique capabilities. Our customers
will play an important role in helping us with positioning of the best
technologies for various applications. Adding AMVC clearly positions us in
certain markets where we have not been as strong and offers diversification into
non-food and non-seasonal markets. Key Technology will increase its access to
some of the world's largest commodities markets, including food, tobacco and
forest products."
"The timing of this acquisition complements our plan to announce additional
elements of our vision for providing automation and process control systems to
enhance quality and productivity in the near future," stated Mr. Madsen. "Each
step in the fulfillment of this vision will allow our customers to enhance their
own competitiveness by reducing costs, improving throughput, increasing quality
and improving cycle time. Key plans to introduce a new Internet-based, online
remote access product later this year. The new service product will allow Key's
service center to diagnose customers' automated inspection machines to achieve
optimum performance
150 Avery, Walla Walla, WA 99362-1668 U.S.A.
Telephone:509-529-2161-Administration Fax:509-522-3378-Web Sight:www.keyww.com
<PAGE>
while the customers' processing lines are running. Gaining access to AMVC's
installed base of over 1000 systems will roughly double Key's existing base of
installations where this new
remote access product can be applied. This acquisition will clearly enhance the
ability to bring a higher level of service to Key and AMVC customers, many of
whom are located a great distance from service centers."
Key Technology, an ISO-9000 certified company, is a leading designer and
manufacturer of process automation systems, primarily for the food processing
industry, which integrate electro-optical inspection and sorting, specialized
conveying and product preparation equipment. Key systems allow processors to
improve quality, increase yield and reduce cost. With worldwide sales and
service, the company maintains manufacturing facilities and demonstration
laboratories in Beusichem, the Netherlands and Walla Walla, WA.
THE EXCHANGE OFFER BY KEY TECHNOLOGY, INC. DESCRIBED IN THIS ANNOUNCEMENT HAS
NOT YET COMMENCED. ONCE THE EXCHANGE OFFER COMMENCES, WE WILL FILE A PROXY
STATEMENT AND OTHER RELEVANT DOCUMENTS WITH THE SECURITIES AND EXCHANGE
COMMISSION. YOU SHOULD READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE EXCHANGE OFFER. YOU CAN OBTAIN
THESE RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR FREE WHEN THEY ARE AVAILABLE ON THE SECURITIES AND EXCHANGE
COMMISSION'S WEB SITE AT HTTP://WWW.SEC.GOV. ALSO, YOU CAN REQUEST COPIES OF
SUCH DOCUMENTS FOR FREE WHEN THEY ARE AVAILABLE BY CALLING TED R. SHARP, CHIEF
FINANCIAL OFFICER, AT (509) 529-2161 OR WRITING TO: KEY TECHNOLOGY, INC., 150
AVERY STREET, WALLA WALLA, WASHINGTON 99362, ATTN: TED R. SHARP.
COMMENTS INCLUDED IN THIS DOCUMENT MAY INCLUDE "FORWARD-LOOKING STATEMENTS"
WITHIN THE MEANING OF THE FEDERAL SECURITIES LAWS. THESE STATEMENTS AS TO
ANTICIPATED FUTURE RESULTS ARE BASED ON CURRENT EXPECTATIONS AND ARE SUBJECT TO
A NUMBER OF RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE PROJECTED OR DISCUSSED HERE. SUCH RISKS AND UNCERTAINTIES
ARE DETAILED IN THE COMPANY'S ANNUAL REPORT ON EXHIBIT 99.1 OF THE FORM 10-K
FILED WITH THE SEC IN DECEMBER 1999 AND ARE INCORPORATED HEREIN BY REFERENCE.
THE COMPANY CAUTIONS READERS NOT TO PLACE UNDUE RELIANCE UPON ANY SUCH
FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE HEREOF. THE COMPANY
DISCLAIMS ANY OBLIGATION SUBSEQUENTLY TO REVISE FORWARD-LOOKING STATEMENTS TO
REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE OF SUCH STATEMENTS OR TO REFLECT
THE OCCURRENCE OF ANTICIPATED OR UNANTICIPATED EVENTS.
NOTE: NEWS RELEASES AND OTHER INFORMATION ON KEY TECHNOLOGY, INC. CAN BE
ACCESSED AT WWW.KEYWW.COM ON THE INTERNET
150 Avery, Walla Walla, WA 99362-1668 U.S.A.
Telephone:509-529-2161-Administration Fax:509-522-3378-Web Sight:www.keyww.com
