Ferro Corporation (NYSE: FOE, the “Company”) announced today that it has
acquired privately held TherMark Holdings, Inc. (“TherMark”), a leader
in laser marking technology, for $5.5 million in cash, subject to
customary adjustments. TherMark is Ferro’s largest partner in the
marketing of laser marking materials and also licenses technology to
Ferro.
TherMark’s unique patented technology uses precise lasers to quickly and
permanently fuse marking materials to metals, ceramics, glass, plastics
and other hard surfaces. The process creates high-contrast,
high-resolution marks for purposes of decoration and identification. The
specially formulated marking materials, supplied by Ferro, consist of
glass-based ceramic glazing material and pigments, with the addition of
a thermal absorber.
Laser marking is used in a broad spectrum of industries including awards
and recognition, signage, medical and surgical instruments,
manufacturing, home appliances and décor. The technology is increasingly
being used as a solution for component tracking, quality control and
anti-counterfeiting in the automotive, aerospace, and perfume and
cosmetics industries.
Commenting on the transaction, Peter Thomas, Chairman, President and CEO
of Ferro Corporation, said, “This is a small but attractive,
value-creating investment for Ferro. Laser marking is a fast-growing,
high-value niche industry and we believe we can capitalize on this
opportunity by leveraging our significant presence in glass coatings to
drive future growth. Given our existing position as a supplier of laser
marking materials and our knowledge of TherMark’s technology, we expect
to seamlessly integrate the acquisition into our Performance Colors and
Glass industrial products portfolio. This purchase is another example of
our intention to increase sales and profitability by expanding our
technology positions in high-value glass and color markets.”
Ferro was advised by League Park Advisors and Calfee, Halter & Griswold,
LLP.
About Ferro Corporation
Ferro Corporation (http://www.ferro.com)
is a leading global supplier of technology-based performance materials,
including glass-based coatings, pigments and colors, and polishing
materials. Ferro products are sold into the building and construction,
automotive, appliances, electronics, household furnishings, and
industrial products markets. Headquartered in Mayfield Heights, Ohio,
the Company has approximately 3,985 employees globally and reported 2014
sales of $1.1 billion.
About TherMark
TherMark Holdings, Inc., founded as TherMark Corporation in 1996, is
located in Irvine, California, with a sales and support office near
Pittsburgh, Pennsylvania. TherMark is a leading supplier of laser
marking technology.
Cautionary Note on Forward-Looking Statements
Certain statements in this press release may constitute “forward-looking
statements” within the meaning of Federal securities laws. These
statements are subject to a variety of uncertainties, unknown risks, and
other factors concerning the Company’s operations and business
environment. Important factors that could cause actual results to differ
materially from those suggested by these forward-looking statements and
that could adversely affect the Company’s future financial performance
include the following:
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Ferro’s ability to complete acquisitions or dispositions, and to
successfully integrate acquisitions;
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Ferro’s ability to successfully introduce new products or enter into
new growth markets;
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Demand in the industries into which Ferro sells its products may be
unpredictable, cyclical, or heavily influenced by consumer spending;
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Ferro’s ability to successfully implement and/or administer its
cost-saving initiatives, including its restructuring programs, and to
produce the desired results;
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currency conversion rates and economic, social, regulatory, and
political conditions around the world;
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restrictive covenants in the Company’s credit facilities could affect
its strategic initiatives and liquidity;
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Ferro’s ability to access capital markets, borrowings, or financial
transactions;
-
the effectiveness of the Company’s efforts to improve operating
margins through sales growth, price increases, productivity gains, and
improved purchasing techniques;
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the impact of interruption, damage to, failure, or compromise of the
Company’s information systems;
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the availability of reliable sources of energy and raw materials at a
reasonable cost;
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Ferro’s presence in certain geographic regions, including Latin
America and Asia-Pacific, where it can be difficult to compete
lawfully;
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increasingly aggressive domestic and foreign governmental regulations
on hazardous materials and regulations affecting health, safety and
the environment;
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sale of products into highly regulated industries;
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limited or no redundancy for certain of the Company’s manufacturing
facilities and possible interruption of operations at those facilities;
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competitive factors, including intense price competition;
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Ferro’s ability to protect its intellectual property or to
successfully resolve claims of infringement brought against it;
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the impact of operating hazards and investments made in order to meet
stringent environmental, health and safety regulations;
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management of Ferro’s general and administrative expenses;
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Ferro’s multi-jurisdictional tax structure;
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the impact of the Company’s performance on its ability to utilize
significant deferred tax assets;
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the effectiveness of strategies to increase Ferro’s return on invested
capital;
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stringent labor and employment laws and relationships with the
Company’s employees;
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the impact of requirements to fund employee benefit costs, especially
post-retirement costs;
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implementation of new business processes and information systems,
including the outsourcing of functions to third parties;
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exposure to lawsuits in the normal course of business;
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risks and uncertainties associated with intangible assets;
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Ferro’s borrowing costs could be affected adversely by interest rate
increases;
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liens on the Company’s assets by its lenders affect its ability to
dispose of property and businesses;
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Ferro may not pay dividends on its common stock in the foreseeable
future; and
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other factors affecting the Company’s business that are beyond its
control, including disasters, accidents and governmental actions.
The risks and uncertainties identified above are not the only risks the
Company faces. Additional risks and uncertainties not presently known to
the Company or that it currently believes to be immaterial also may
adversely affect the Company. Should any known or unknown risks and
uncertainties develop into actual events, these developments could have
material adverse effects on our business, financial condition and
results of operations.
This release contains time-sensitive information that reflects
management’s best analysis only as of the date of this release. The
Company does not undertake any obligation to publicly update or revise
any forward-looking statements to reflect future events, information, or
circumstances that arise after the date of this release. Additional
information regarding these risks can be found in our Annual Report on
Form 10-K for the year ended December 31, 2014.