Cimatron will strengthen its position as a leading international CAD/CAM Software Company with a broader product range and stronger global presence.

Wednesday, Jan 2, 2008 4:00 AM

Cimatron Limited (Nasdaq: CIMT), a leading provider of integrated CAD/CAM solutions for the toolmaking and manufacturing industries, and Gibbs System, Inc., also known as Gibbs & Associates, developer of GibbsCAM®, software for programming CNC machine tools, are pleased to announce the execution of a definitive agreement under which Gibbs will be merged with and into a newly established US subsidiary of Cimatron.

Following the Merger:

  • Cimatron will strengthen its position as a leading international CAD/CAM Software Company with a broader product range and stronger global presence

  • Combined company's annual revenues are expected to exceed $40M, moving Cimatron well into the top 10 CAM software vendors

Bringing together the CimatronE integrated CAD/CAM suite for toolmaking and GibbsCAM leading CAD/CAM solution for production will allow the merged company to offer a powerful product portfolio for the entire manufacturing industry.

The combined product offering will strengthen Cimatron's market position, with the ability to deliver best-of-class products targeting all segments of the CAM market, from Mold and Die Making, through 2.5 axes and 5 axes production, to Mill-turn and Multi-Tasking Machining.

Moreover, the combined distribution networks of Cimatron and Gibbs complement each other and provide excellent coverage of all target markets worldwide, including a strong presence in North America, Europe and Asia Pacific. It is expected that synergies could be quickly realized by selling the combined product portfolio through the merged distribution channels.

Gibbs System's estimated non-GAAP revenues in 2007 were approximately $12M and estimated non-GAAP pre-tax profit was above 10% of revenues.

In consideration for the transaction, Cimatron will pay to Mr. William F. Gibbs, founder, Chairman and CEO of Gibbs System, and its sole shareholder, a cash consideration of $5 million, as well as 1,500,000 newly issued ordinary shares of Cimatron. Cimatron's outstanding share capital after the closing will be comprised of approximately 9,400,000 ordinary shares. The transaction is anticipated to be consummated within several days and is subject to customary approvals and closing conditions.

Following the closing, Mr. Gibbs will continue to manage the GibbsCAM product-line business as President and CEO of the new subsidiary, and will join the Cimatron senior management team. In addition, Mr. Gibbs will be nominated to serve as Vice Chairman of the Board of Directors of Cimatron.

Commenting on today's announcement, Danny Haran, President and CEO of Cimatron said: "we are excited about the merger and the potential synergy. Being able to offer a complete range of high-end products for the entire manufacturing industry will bring great value to our customers. We believe that the reinforced Cimatron will enjoy economies of scale, which would translate the high quality engineering, financial efficiency and stronger competitive position into revenue and profit growth."

Bill Gibbs, Founder, Chairman and CEO of Gibbs System said: "we are happy to be part of this merger, putting together two well-known names in the CAD/CAM industry. The merger opens exciting opportunities of selling GibbsCAM through the Cimatron distribution network in key industrial markets. I personally am excited to join the Cimatron management team and to participate in exploiting the future merger benefits to their full extent."

Commenting on today's announcement, Mr. Rimon Ben Shaoul, Chairman of Cimatron added: "As we have declared in the past, Cimatron is actively looking to create more shareholder value through mergers and acquisitions. Gibbs and Associates is the perfect match for Cimatron, with clear product synergy and complementary distribution network. We believe that the merged company will become a stronger force in our highly competitive market." concluded Mr. Ben Shaoul.

Collins Stewart acted as advisor to Cimatron on the transaction.