Ceres Advises Photonic Instruments and Imaginative Optics on Sale to Andor Technology

Needham, Massachusetts – April 22, 2010
Ceres Technology Advisors is pleased to announce that it has advised Photonic Instruments, Inc. (St. Charles, IL) and Imaginative Optics, Inc. (Gloucester, MA) on their sale to Andor Technology plc (LSE: AND), a world leader in scientific imaging, spectroscopy solutions, and microscopy systems.

Andor Photonic

Photonic and Imaginative collectively develop, manufacture and distribute laser and lamp based illumination and ablation systems. Its MICROPOINT® and patented MOSAIC® products are market leaders in fluorescence imaging and laser ablation for confocal and wide field microscopy.

The Background

Ceres worked closely with Photonic Instruments and Imaginative Optics on strategic marketing and financial issues to position them for sale to a strategic buyer.

“Linda Smith at Ceres invested in understanding the real value of our business in our market,” says Bob Nowak, Founder and President of Photonic Instruments. “She was instrumental in initiating and developing our relationship with Andor – a partnership that is now poised to immensely benefit our customers.”

“Ceres advised us across a wide breadth of issues that we faced in this process,” states Andy DeSimone, Founder and President of Imaginative Optics, “from valuing the business and understanding the perspective of multiple types of potential buyers to developing our product roadmap, executing a marketing communications program, and cementing our supplier relationships.”

“It was a real pleasure working with Ceres,” says Conor Walsh, CEO Andor Technology. “Linda made a potentially quite complex deal straightforward.”

The Product Lines

MOSAIC products utilize leading edge Digital Micromirror Device (DMD) technology. This patented digital illumination technology is the only means to provide simultaneous pixel-by-pixel illumination and fluorescence excitation of multiple regions of interest and infinitely complex geometries at the sample. MOSAIC digital illumination overcomes limitations in live cell imaging associated with temporal based processes, autofluorescence, and sample integrity.

MICROPOINT products are based on galvonometer scanning illumination and in combination with microscopes, they enable the user to define and edit the shape and characteristics of the fluorescence excitation energy pattern at the sample.

The Transaction

The assets and certain liabilities of Photonic and Imaginative were combined and acquired by Andor for US$ 5.0 million (GBP £3.25 million) in cash and the issue of 156,627 ordinary shares of 2p each in the capital of Andor. Further consideration in the form of cash and Andor shares of a aggregate value of US$ 1.95 million (GBP £1.27 million) may be payable by Andor under an earn-out provision in the event that the companies exceed an agreed order intake target as well as certain product development goals. In the year ended 31 December 2009, Photonic reported revenue of US$ 3.0 million.

About Ceres Technology Advisors

Ceres Technology Advisors is a boutique M&A advisory and management consulting firm that focuses on developing profitable relationships between buyers, sellers and investors. Our value to our clients is the breadth and depth of our network and knowledge of the photonics industry and the vertical market segments enabled by photonics. With hands-on experience planning and managing at both strategic and operational levels, Ceres delivers exit planning that both captures the value of our client’s technology business and is practically executed and financed.

For more information, please contact Ceres Technology Advisors, Inc.:
Linda Smith
(781) 453-1906