Teledyne Tech to Acquire Benthos

Upon the consummation of the transaction, which is subject to approval by Benthos' shareholders as well as other customary closing conditions, Teledyne will acquire all of the outstanding shares of Benthos for $17.50 per share in cash. The purchase price of $17.50 per common share represents a 39 percent premium over the closing price on November 1, 2005. The aggregate consideration for the outstanding Benthos shares will be approximately $41 million (including payments for the settlement of outstanding stock options) or approximately $31 million taking into account Benthos' cash at June 30, 2005. As previously announced, Benthos expects to report record revenue of approximately $24 million for its fiscal year ended September 30, 2005. Teledyne expects the acquisition of Benthos to be neutral to earnings. Benthos is a leading provider of oceanographic products designed for port and harbor security services, the U.S. Navy, energy exploration and oceanographic research. Benthos also manufactures a growing line of instruments for automated quality control of containers used in the food, beverage and pharmaceutical markets. "The acquisition of Benthos will continue the expansion of Teledyne's product lines of underwater acoustic instruments, which include hydrophone streamer cables used in offshore oil exploration and the acoustic Doppler instruments that were added with the acquisition of RD Instruments in August 2005," said Robert Mehrabian, Chairman, President and Chief Executive Officer of Teledyne. "Benthos has developed a broad range of innovative products, including acoustic modems for networked underwater communication and a novel three-dimensional sidescan sonar system, which are complementary to Teledyne's oceanographic, naval and geophysical exploration instruments. Teledyne RD Instruments has already integrated Benthos' acoustic telemetry technology in Teledyne's Acoustic Doppler Current Profilers that are used for wave monitoring, and Benthos has manufactured hydrophones for Teledyne Geophysical's streamer cables for offshore oil and gas exploration.