Ceramic Industry

Ceradyne Acquires VIOX Corp.

January 5, 2011

Ceradyne Inc. has acquired specialty glass company VIOX Corp. The purchase price of approximately $27 million in cash paid at closing includes a post-closing adjustment in approximately two months, plus contingent payments up to a maximum of $22 million, based on VIOX achieving certain sales diversification and earnings targets during the 30-month period following the closing. For the 12-month period ended September 30, 2010, VIOX had sales of approximately $22 million with strong operating margins. Ceradyne anticipates that this acquisition will be immediately accretive.

VIOX is a 40-year-old corporation that develops, manufactures and markets specialty glass compositions for a range of electronic, industrial and health care markets. In recent years, VIOX developed a specialty glass formulation for polycrystalline silicon photovoltaic solar applications. VIOX customers add electrically conducting powdered metals such as silver or aluminum to the VIOX powdered specialty glass. When applied by the solar cell manufacturer in thin bands to the solar wafer, they act as an extremely efficient conduit to transport the electrons from the solar wafer to the connection box.

This development has led to rapid recent growth in VIOX sales. Solar glass products now account for almost 70% of the company’s total sales. Many of the ultimate solar users of VIOX glass are also Ceradyne;s customers for high-purity ceramic solar crucibles.

VIOX also produces bio-active glasses for the healthcare industry. These compositions have demonstrated an ability to react with and promote human bone growth. Markets for these materials include dental, orthopedic surgery, wound care, hearing loss correction and several other medical uses. The VIOX bio-active product line is in an early production mode.

VIOX will be a wholly owned subsidiary of Ceradyne Inc. and will be incorporated into the company’s Advanced Ceramic Operations segment (ACO), headed by Ceradyne vice president David Reed. Ceradyne announced it intends to leave all current VIOX personnel in place in Seattle, including VIOX’s current president, Reynold Hagel. In addition, Ceradyne says it intends to provide financial, technical and other Ceradyne resources to facilitate the anticipated growth of VIOX.

“I am extremely enthused over the VIOX acquisition,” said Reed,. “It will fit into our strategy of product and market diversification while sticking with Ceradyne’s core technical ceramic technology. It is our intention to provide the resources to VIOX that will allow them to take advantage of market opportunities much faster and more efficiently than the ‘pre-acquisition’ smaller VIOX could have achieved. Perhaps as important, the VIOX people will fit right into the Ceradyne culture; they are hard working, entrepreneurial ceramic/glass technologists with a multi-year profit record.”

“I know for myself and the rest of the VIOX management team that it will be a promising and exciting opportunity to be part of the Ceradyne team and that we will have the resources available to enable us to further grow the company,” said Hagel. “We are confident that our solar glass customers, bio-active glass customers and other specialty glass customers will view this Ceradyne/VIOX team in a very favorable light.”

For more information, visit www.ceradyne.com or www.viox.com.