OSI Systems [OSIS] this month agreed to acquire an explosive trace detection (ETD) business from Britain’s Smiths Group for $75.5 million in cash, a deal that many industry observers believed likely and which fills a gap in the company’s portfolio with a mature technology that is widely deployed.
The ETD business that OSI Systems is buying previously was part of the Morpho Detection business acquired by Smiths in April from France’s Safran Group. Smiths Group’s Smiths Detection division already had its own mature trace business and regulators in the U.S. and Europe stipulated that Smiths must divest the Morpho ETD unit as a condition for approving the acquisition of Morpho Detection.
OSI’s acquisition of the Massachusetts-based ETD business is expected to close in September subject to regulatory approvals in the U.S., the European Commission and Portugal.
The ETD business that OSI’s Rapiscan Systems division is acquiring from Smiths has a worldwide installed base of more than 11,000 units, and competes globally with Smiths’ legacy ETD products and L3 Technologies [LLL], which in January year acquired the trace detection assets of the former Implant Sciences Corp. OSI didn’t pursue Implant’s trace detection assets.
“The acquisition of this ETD business is highly complementary to our current operations and this natural fit will enable us to better serve the unique needs of our customers seeking to secure airports, borders, public venues, and critical infrastructure,” says Deepak Chopra, OSI’s chairman and CEO. “This acquisition fills a gap in our aviation checkpoint offering that currently includes passenger screening, carry-on baggage inspection, and automated tray return solutions.”
OSI’s Rapiscan division currently sells Advanced Technology X-Rays systems, explosives detection systems for scanning checked bags, walk-through metal detectors, body imagers, radiation detection equipment, cargo and vehicle inspection systems, and automated tray return equipment to customers worldwide. The company has an ETD product but it isn’t widely sold or deployed.
OSI says it will fund the acquisition from its existing $525 million credit facility. The company expects the transaction to be accretive to its earnings in its fiscal year 2018, which begins on July 1.
Jefferies aerospace and defense analyst Sheila Kahyaoglu says in a note to clients that OSI is acquiring the ETD business at a low price. She estimates that the trace business has about $65 million in annual sales and could add between 15 and 20 cents to per share earnings in FY ’18.
Through the first three quarters of FY ’17, Rapiscan reported $408 million in sales. Kahyaoglu says that the Rapiscan segment will have about $550 million in sales in FY ’17.
The pending acquisition is the second sizeable deal for OSI in the security business in the past year. In 2016 the company acquired the former American Science and Engineering, which strengthened its portfolio of cargo and vehicle inspection systems.
Smiths’ financial advisor on the deal is Gleacher Shacklock.