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 Mergers and Acquisitions
EMRISE Corporation Sells Assets of Digitran Switch Division and Stock of XCEL Japan Ltd for up to $12 Million
11 months 4 weeks ago

RANCHO CUCAMONGA, CA – March 20, 2009 - EMRISE CORPORATION (NYSE Arca: ERI), a multi-national manufacturer of defense and aerospace electronic devices and communications equipment, today announced the sale of substantially all the assets of the Digitran Switch Division of EMRISE Electronics Corporation, a subsidiary of EMRISE, and all the capital stock of XCEL Japan Ltd., which primarily acts as a sales office for the Digitran Switch Division, to Weymouth, MA-based Electro Switch Corp. for up to $12-million in an all-cash transaction. At closing, which occurred this morning, Electro Switch paid $11.5 million in cash. The terms of the sale also provide for an earn-out in the amount of $500,000, payable in cash, based on achieving certain revenue targets of the divested businesses during the nine months following the closing of the transaction. Further details of the transaction will be disclosed in a Form 8-K to be filed with the Securities and Exchange Commission within four business days.

EMRISE President and Chief Executive Officer Carmine T. Oliva said this transaction is a key milestone in the Company’s previously announced strategy to divest non-core businesses and increase its focus on its core competencies. After taxes and related transaction costs, EMRISE used the remaining proceeds to repay $10 million in acquisition debt associated with its August 2008 purchase of Advanced Control Components, Inc. (“ACC”). Oliva indicated that, due to the significant reduction in debt, the transaction significantly strengthens the Company’s balance sheet, the Company’s tangible net worth and the Company’s debt to equity ratio.

EMRISE’s core business is now comprised of its Electronic Devices segment, which develops and markets high performance power supplies and radio frequency (RF) devices and subsystems, and its Communications Equipment segment, which provides network access equipment including network timing and synchronization products. Digitran and XCEL Japan were a non-core part of the Electronic Devices segment.

“We believe that the sale of Digitran and XCEL Japan maximizes value for our stockholders and supports our purchase of ACC, a business which, for us, provides the potential for higher revenue, higher profitability and higher growth potential, and in a core business (RF devices) rather than a non core business.” Oliva said.

The combined sales of Digitran and XCEL Japan represented approximately 14% of EMRISE total sales. EMRISE expects the loss of the revenue and net income contributions from Digitran and XCEL Japan will be more than offset going forward by the savings in interest expense and the higher anticipated revenue and profit contributions of ACC. Oliva said that ACC has also added to the breadth and market reach of the Company’s RF product lines resulting in significant incremental sales in that industry, especially to the U.S. Military.

Oliva added, “Because of the diligence and hard work of our senior management team and despite the severe economic downturn, in a little more than six months, we have increased the revenue and profit growth potential of EMRISE and substantially lowered our debt. We are very pleased with the outcome.”

EMRISE is planning to release its audited 2008 financial results and hold a conference call to discuss those results before the end of this month. The company will pre announce the date for the conference call at least 48 hours in advance. Oliva commented “Despite the significant effort of senior management to complete this sale, we still expect to send out a news release and hold our conference call before the end of the month.”

About Electro Switch Corp.

Electro Switch Corp., which is headquartered in Weymouth, MA and has operations in Raleigh, NC, is a privately-held, 63-year old manufacturer and marketer of a broad range of superior quality switch products and relays to the military, industrial and electric utility markets.

About Digitran and XCEL Japan Ltd

Digitran, located in Rancho Cucamonga, CA, manufactures and markets electro-mechanical digital and new patented technology very low profileTM rotary switches for the worldwide aerospace, defense and industrial markets. Tokyo-based XCEL Japan Ltd primarily sold the Company’s Digitran switch product lines in Japan and other countries in Asia. These businesses were part of EMRISE's Electronic Devices Business Segment.

About EMRISE Corporation

EMRISE designs, manufactures and markets electronic devices, sub-systems and equipment for aerospace, defense, industrial and communications markets. EMRISE products perform key functions such as power supply and power conversion; RF and microwave signal processing; network access and timing and synchronization of communications networks. Primary growth driver applications for EMRISE products include commercial avionic “In-Flight Entertainment and Communications” products and communications “Network Timing and Synchronization” equipment. EMRISE serves customers in North America, Europe and Asia through operations in the United States, England and France. The Company has built a worldwide base of customers including a majority of the Fortune 100 in the U.S. that do business in markets served by EMRISE and many similar-size companies in Europe and Asia. For more information go to www.emrise.com.

Source:  Emrise

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