Moog to acquire ZEVEX International

Jan 14 2007

Moog Inc has announced that it has entered into a definitive agreement to acquire ZEVEX International, Inc for $13.00 in cash per share of ZEVEX common stock.

The agreement also provides that each holder of options for ZEVEX common stock will receive an amount equal to the difference between $13.00 and the exercise price of the option. At closing, the total cash consideration by Moog is expected to total $83.8 million. Moog will use its existing revolving credit facility to finance the transaction.

ZEVEX, founded in 1986, distributes a complete line of portable pumps, stationary pumps, and disposable sets that are used in the delivery of enteral nutrition for hospital, nursing home, and patient home use. These are marketed under the brand names EnteraLite(R) and EnteraLite Infinity(R). The Company also produces ultrasonic sensors, optical sensors, ultrasonic surgical handpieces, nutrition infusion, and organ perfusion for organ transport.

ZEVEX employs 178 people in Salt Lake City, Utah and maintains a direct sales force across the United States. Distribution relationships with domestic and international partners are expected to continue.

The acquisition expands Moog's participation in the medical devices market, adding to the fiscal 2006 acquisitions of Curlin Medical and McKinley Medical. For the trailing twelve months ended September 2006, ZEVEX sales were $41 million, an increase of 53% over the comparable period a year ago. Over the most recent twelve-month period, two-thirds of revenues were related to infusion therapy and the balance generated by hand pieces, sensors, and organ transport systems.

"This acquisition is a perfect fit based on the excellent product offering and quality reputation of ZEVEX," said Martin Berardi Vice President and head of the Medical Devices segment of Moog.

Closing is expected to take place in March 2007, subject to approval by ZEVEX shareholders and appropriate regulatory approvals. Assuming a March 2007 closing, Moog's Medical Devices segment sales will approach $65 million, including $25 million in sales associated with ZEVEX for a half year. This acquisition will be neutral to Moog's earnings per share for the year ending September 29, 2007 due to the first year purchase accounting adjustments.

http://www.moog.com and http://www.zevex.com.