SAES Getters and Memry Corporation Announce Merger Agreement

SAES Getters S.p.A. has announced that it is buying Memry Corp. in a deal valued at $77.7 million.

According to terms of the acquisition, Memry shareholders will receive $2.51 in cash per share. The price represents a premium of about 73% on Memry’s closing price of $1.45 on June 23.

The deal, which must be approved by shareholders, is expected to close in September. The boards of directors of both SAES Getters and Memry Corp. have already given their blessing to the acquisition.

“We are very excited by this acquisition, a significant step foward in our announced strategy of growth and diversification in the advanced materials market,” said Massimo della Porta, SAES Getters CEO. “SAES Getters has long been committed to growth, both organic and inorganic. With the acquisition of Memry, a new leading player will now be competing in the shape memory alloy medical device market, which is strongly anti-cyclical compared with the ups and downs of the world economy. This will be an excellent complement to our traditional business, granting us the possibility of exploiting technical, scientific and operating synergies as well as leveraging our international network. This market shows significant growth rates in the U.S. and in the rest of the world, where the strong international network of SAES has been successfully competing for years. Memry owns a range of leading edge technologies that perfectly integrate with SAES Getters activities in the shape memory alloy sector for industrial applications, which will accelerate our expansion in this field. SAES Getters is strongly committed to building our advanced materials business. To achieve this goal, we expect the contributions and expertise of the management and employees of Memry will be significant.”

Robert Belcher, CEO of Memry Corporation, said, “After extensive analysis, we have concluded that this merger is the best way for our shareholders to realize an appropriate value for their shares. We see extensive synergies with SAES Getters and we believe that SAES is the ideal firm to acquire Memry. SAES already has a substantial investment in shape memory alloys and is seeking to expand their position in advanced materials. Memry is a leader in two material technologies: shape memory alloys and polymer extrusion. SAES Getters Group has been firmly established in the U.S. market since the 1960s and now has five operating companies around the country. Memry will benefit from the strong international network of SAES Getters as it consolidates its presence in the U.S. market and continues to substantially grow internationally. This is why we feel this is such an excellent fit for our customers, our employees and our shareholders.”

Memry also has two manufacturing facilities in Menlo Park, Calif. For 2007, Memry reported revenues of $51.7 million and net income of $320,000.