Perceptron Enters into Definitive Agreement to be Acquired by Atlas Copco

All-Cash Transaction Values Perceptron at an Equity Valuation of Approximately$68.9 million
71% Premium to Equity Closing Price on September 25, 2020; 192% Premium to 2020 Low

PLYMOUTH, Mich., Sept. 28, 2020 — Perceptron, Inc. (NASDAQ: PRCP), a leading global provider of 3D automated metrology solutions and coordinate measuring machines, today announced that it has entered into a definitive agreement (or the “Agreement”) to be acquired by Atlas Copco, a world-leading provider of sustainable productivity solutions headquartered in Stockholm, Sweden, for $7.00 per share. The all-cash transaction values Perceptron at an equity valuation of approximately $68.9 million.

Under the terms of the agreement, Perceptron shareholders will receive $7.00 per share in cash for each share of common stock held. This consideration represents a premium of approximately 66% to the 30-day average closing share price of $4.22 as of September 25, 2020. The Board of Directors has unanimously approved the agreement and recommends that all shareholders vote in favor of the transaction. Harbert Discovery Fund, L.P., Perceptron’s largest shareholder with approximately 10.5% of the total shares outstanding, has signed a Voting and Support Agreement in favor of the proposed transaction. The transaction is expected to close during the calendar fourth quarter 2020, subject to customary closing conditions, including the receipt of shareholder and regulatory approvals.

“Since our inception nearly 40 years ago, Perceptron has grown to become a leading metrology brand, one recognized for its ability to provide advanced flexible automation and quality control solutions to a diverse mix of global customers,” stated Jay Freeland, Chairman and Interim CEO of Perceptron. “Atlas Copco recognized the long-term, unrealized value evident in our business, as reflected by a compelling cash offer at a significant premium.”

“After careful consideration, our Board of Directors came to the conclusion that a sale of the Company to Atlas Copco would be the optimal outcome for all shareholders and Perceptron employees,” continued Freeland. “As a respected, well-capitalized organization with global reach, Atlas Copco is an ideal fit for our company. Atlas Copco’s leadership position across a broad array of industrial markets, combined with a growing presence in the machine vision space, will allow them to fully leverage our technology to the benefit of existing and new customers, all while realizing economies of scale with the potential to support growth. We are excited by the opportunities that lay ahead for our combined organizations and recommend that Perceptron shareholders vote in favor of the Agreement and the transaction.”

Perceptron engaged XMS Capital Partners, LLC as its financial advisor, Dykema Gossett PLLC as its legal advisor and Vallum Advisors LLC as its financial communications advisor on this transaction.

ABOUT PERCEPTRON®

Perceptron (NASDAQ: PRCP) develops, produces and sells a comprehensive range of automated industrial metrology products and solutions to manufacturing organizations for dimensional gauging, dimensional inspection and 3D scanning. Products include 3D machine vision solutions, robot guidance, coordinate measuring machines, laser scanning and advanced analysis software. Global automotive, aerospace and other manufacturing companies rely on Perceptron’s metrology solutions to assist in managing their complex manufacturing processes to improve quality, shorten product launch times and reduce costs. Headquartered in Plymouth, Michigan, Perceptron has subsidiary operations in Brazil, China, Czech Republic, France, Germany, India, Italy, Japan, Slovakia, Spain and the United Kingdom. For more information, please visit www.perceptron.com.

SAFE HARBOR STATEMENT

Certain statements in this press release may be “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, including our expectations regarding the possible effects of the COVID-19 pandemic on general economic conditions, public health, and global automotive industry, and the Company’s results of operations, liquidity, capital resources, and general performance in the future, the potential impact of COVID-19 on our customers generally and their plans for retooling projects in particular, our fiscal year 2021 and future results, operating data, new order bookings, revenue, expenses, net income and backlog levels, trends affecting our future revenue levels, the rate of new orders, and our ability to fund our fiscal year 2021 and future cash flow requirements. We may also make forward-looking statements in our press releases or other public or shareholder communications. Whenever possible, we have identified these forward-looking statements by words such as “target,” “will,” “should,” “could,” “believes,” “expects,” “anticipates,” “estimates,” “prospects,” “outlook,” “guidance” or similar expressions. We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all of our forward-looking statements. While we believe that our forward-looking statements are reasonable, you should not place undue reliance on any such forward-looking statements, which speak only as of the date made. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different. Factors that might cause such a difference include, without limitation, the risks and uncertainties discussed from time to time in our periodic reports filed with the Securities and Exchange Commission (the “SEC”), including those listed in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for our fiscal 2020. Except as required by applicable law, we do not undertake, and expressly disclaim, any obligation to publicly update or alter our statements whether as a result of new information, events or circumstances occurring after the date of this report or otherwise. The proposed merger is subject to certain conditions precedent, including regulatory approvals and approval of the Company’s shareholders. The Company cannot provide any assurance that the proposed merger will be completed, nor can it give assurances as to the terms on which such proposed merger will be consummated.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. In connection with the proposed merger, the Company plans to file relevant materials with the SEC, including a proxy statement on Schedule 14A. Promptly after filing the definitive proxy statement with the SEC, the Company will mail the definitive proxy statement to each shareholder entitled to vote at the annual or special meeting relating to the proposed merger. This communication is not a substitute for the proxy statement or any other document filed or to be filed by the Company with the SEC in connection with the proposed merger. INVESTORS AND SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED MERGER THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES TO THE PROPOSED MERGER. The definitive proxy statement and other documents relating to the proposed merger (when they are available) can be obtained free of charge from the SEC’s website at www.sec.gov.

PARTICIPANTS IN SOLICITATION

The Company and certain of its directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from shareholders of the Company in connection with the proposed merger under the rules of the SEC.  Information regarding the persons who may, under the rules of the SEC, be deemed participants in such solicitation in connection with the proposed merger will be set forth in the proxy statement if and when it is filed with the SEC.  Information about the directors and executive officers of the Company may be found in the Company’s definitive proxy statement for its 2019 annual meeting of shareholders, which was filed with the SEC on September 27, 2019.  These documents can be obtained free of charge from the source indicated above. To the extent holdings of such participants in the Company’s securities are not reported, or have changed since the amounts described in the proxy statement for the 2019 annual meeting of shareholders, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. These documents may be obtained free of charge from the SEC’s website at www.sec.gov or the Company’s website at www.perceptron.com. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.

Contact:

Investor Relations
investors@perceptron.com

Perceptron Receives New Order to Support Upcoming Electric Vehicle Launch (July 14, 2020)

Perceptron Receives New Order to Support Upcoming Electric Vehicle Launch

EV Battery Expertise, Best-In-Class Metrology Solutions and Local Technical Support Results in New Customer Win

PLYMOUTH, Mich., July 14, 2020 — Perceptron, Inc. (NASDAQ:PRCP), a leading global provider of 3D automated in-line measurement solutions and coordinate measuring machines, today announced that a global, Tier-1 automotive supplier has selected Perceptron’s in-line measurement technology to measure the battery frame, compartment, and lid for an upcoming new electric vehicle launch.

John Kearney, Vice President and EMEA Managing Director at Perceptron, commented, “This order is significant for our business, as it represents the first major order with this particular Tier-1 supplier, a company with more than 100 facilities worldwide.  During the fiscal fourth quarter, we have begun to experience a surge of interest from other key suppliers, as automotive OEMs seek to reduce costs and improve operating efficiency on their production lines.”

“In recent years, Perceptron has successfully installed battery applications on every major continent using our automated metrology and robot guidance solutions,” continued Kearney.  “Our battery expertise, factory floor-proven AccuSite and Helix technology, common user interface, together with our local customer support, all contributed to this important new customer win.”

This project is currently in the design phase.  Perceptron expects the in-line measurement units to be installed at the customer’s plant during August 2020.

About Perceptron
Perceptron (NASDAQ:PRCP) develops, produces and sells a comprehensive range of automated industrial metrology products and solutions to manufacturing organizations for dimensional gauging, dimensional inspection and 3D scanning. Products include 3D machine vision solutions, robot guidance, coordinate measuring machines, laser scanning and advanced analysis software. Global automotive, aerospace and other manufacturing companies rely on Perceptron’s metrology solutions to assist in managing their complex manufacturing processes to improve quality, shorten product launch times and reduce costs. Headquartered in Plymouth, Michigan, USA, Perceptron has subsidiary operations in Brazil, China, Czech Republic, France, Germany, India, Italy, Japan, Slovakia, Spain and the United Kingdom.  For more information, please visit www.perceptron.com.

Safe Harbor Statement
Certain statements in this press release may be “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, including the Company’s expectation relating to the ability to successfully develop, introduce and sell new products and expand into new customers and markets.  When we use words such as “target,” “will,” “should,” “could,” “believes,” “expects,” “anticipates,” “estimates,” “prospects,” “outlook,” “guidance” or similar expressions, we are making forward-looking statements.  We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all of our forward-looking statements. While we believe that our forward- looking statements are reasonable, you should not place undue reliance on any such forward-looking statements, which speak only as of the date made. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different. Factors that might cause such a difference include, without limitation, the risks and uncertainties discussed from time to time in our periodic reports filed with the Securities and Exchange Commission, including those listed in “Item 1A – Risk Factors” of our Annual Report on Form 10-K for fiscal 2019 and of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.  Except as required by applicable law, we do not undertake, and expressly disclaim, any obligation to publicly update or alter our statements whether as a result of new information, events or circumstances occurring after the date of this report or otherwise.

Contact:
Investor Relations
investors@perceptron.com

Perceptron Announces AccuSite Order Expansion (April 30, 2020)

Perceptron Announces AccuSite® Order Expansion

Proven, Accurate Solution for 100% Measurement on the Plant Floor

PLYMOUTH, Mich., April 30, 2020 — Perceptron, Inc. (NASDAQ:PRCP), a leading global provider of 3D automated measurement solutions and coordinate measuring machines, today announced a premium global automotive manufacturer has expanded their demand for in-line AccuSite systems by adding two mainline stations.

In August of 2018, Perceptron announced an order for twenty-four absolute accurate in-line systems with AccuSite to measure closure panels. Those systems have entered production and due to their success, the customer has expanded their AccuSite footprint with two multi-robot configurations: increasing the overall throughput of the manufacturer’s process control plan. The mainline systems include a two-robot station to accurately measure battery trays for Electric Vehicles, and a four-robot body-in-white station to accurately measure the complete car body. Rick Van Valkenburg, Perceptron’s Vice President of Global Sales and Marketing, commented, “Our AccuSite solution has the scalability to track up to six robots with as many as ten Trackers, enabling measurement of all points on the assembly. These system orders represent our first repeat customer order for AccuSite and are a validation of the technology and the solution on the plant floor.”

The role of automated in-line measurement for process control, variation reduction, and defect containment has evolved to absolute accurate measurement. This transition increases the customers’ productivity by eliminating the need to use off-line CMMs and improves their response time from problem identification to resolution.

Van Valkenburg added, “The additional orders are a testament to Perceptron’s ability to achieve traceable absolute positional accuracy in real plant floor applications and speaks to the high level of support and customer service we provide after the initial sale.”

About Perceptron
Perceptron (NASDAQ:PRCP) develops, produces and sells a comprehensive range of automated industrial metrology products and solutions to manufacturing organizations for dimensional gauging, dimensional inspection and 3D scanning. Products include 3D machine vision solutions, robot guidance, coordinate measuring machines, laser scanning and advanced analysis software. Global automotive, aerospace and other manufacturing companies rely on Perceptron’s metrology solutions to assist in managing their complex manufacturing processes to improve quality, shorten product launch times and reduce costs. Headquartered in Plymouth, Michigan, USA, Perceptron has subsidiary operations in Brazil, China, Czech Republic, France, Germany, India, Italy, Japan, Slovakia, Spain and the United Kingdom.  For more information, please visit www.perceptron.com.

Safe Harbor Statement
Certain statements in this press release may be “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, including the Company’s expectation relating to the ability to successfully develop, introduce and sell new products and expand into new customers and markets.  When we use words such as “target,” “will,” “should,” “could,” “believes,” “expects,” “anticipates,” “estimates,” “prospects,” “outlook,” “guidance” or similar expressions, we are making forward-looking statements.  We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all of our forward-looking statements. While we believe that our forward- looking statements are reasonable, you should not place undue reliance on any such forward-looking statements, which speak only as of the date made. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different. Factors that might cause such a difference include, without limitation, the risks and uncertainties discussed from time to time in our periodic reports filed with the Securities and Exchange Commission, including those listed in “Item 1A – Risk Factors” of our Annual Report on Form 10-K for fiscal 2019 and of our Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2019.  Except as required by applicable law, we do not undertake, and expressly disclaim, any obligation to publicly update or alter our statements whether as a result of new information, events or circumstances occurring after the date of this report or otherwise.

Perceptron Announces North American Order for Multi-Robot AccuSite (January 23, 2020)

Perceptron Announces North American Order for Multi-Robot AccuSite®

Accurate In-Line Solution for 100% Measurement of Automotive Assemblies

PLYMOUTH, Mich., January 23, 2020 — Perceptron, Inc. (NASDAQ:PRCP), a leading global provider of 3D automated metrology solutions and coordinate measuring machines, today announced receiving an order from a global automotive manufacturer for an absolute accurate in-line system to measure vehicle bodies utilizing Perceptron’s breakthrough AccuSite technology.

“The ability to use multiple trackers combined with the CMM level accuracy AccuSite offers is a game changer for our customers. Accurate, traceable, and fast measurement results on the plant floor provides the information our customers need to automate and simplify their inspection process, troubleshoot problems in real-time, and increase overall productivity,” commented Rick Van Valkenburg, Vice President Global Sales and Marketing for Perceptron.

For this project, six AccuSite Trackers are used to track four robots equipped with Helixevo sensors scanning seventy-five features on the complete Body-In-White assembly. Accusite provides the ability to automatically scan surfaces and measure discrete features at line speed to CMM level accuracies using the same sensor and system controller. The AccuSite Trackers continuously monitor and record each robot’s position, removing all robot mechanical and thermal instability from the measurement data. Results are immediately displayed at the station for containment, quality assessment and stored for future part and process analysis with Perceptron’s full suite of data analytics.

Van Valkenburg added, “Another differentiator for winning this project was Perceptron’s ability to use the customer’s pre-defined robot and communication standards instead of expecting the customer to compromise and use a ‘one size fits all’ system. Perceptron has put nearly 40 years of innovation and customer feedback designing, manufacturing, installing, and supporting non-contact metrology and robot guidance systems on the plant floor into AccuSite making it a zero-compromise solution for our customers and partners.”

About Perceptron

Perceptron (NASDAQ:PRCP) develops, produces and sells a comprehensive range of automated industrial metrology products and solutions to manufacturing organizations for dimensional gauging, dimensional inspection and 3D scanning. Products include 3D machine vision solutions, robot guidance, coordinate measuring machines, laser scanning and advanced analysis software. Global automotive, aerospace and other manufacturing companies rely on Perceptron’s metrology solutions to assist in managing their complex manufacturing processes to improve quality, shorten product launch times and reduce costs. Headquartered in Plymouth, Michigan, USA, Perceptron has subsidiary operations in Brazil, China, Czech Republic, France, Germany, India, Italy, Japan, Slovakia, Spain and the United Kingdom.  For more information, please visit www.perceptron.com.

 

Safe Harbor Statement

Certain statements in this press release may be “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, including the Company’s expectation relating to the ability to successfully develop and introduce new products and expand into new customers and markets.  When we use words such as “target,” “will,” “should,” “could,” “believes,” “expects,” “anticipates,” “estimates,” “prospects,” “outlook,” “guidance” or similar expressions, we are making forward-looking statements.  We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all of our forward-looking statements. While we believe that our forward- looking statements are reasonable, you should not place undue reliance on any such forward-looking statements, which speak only as of the date made. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different. Factors that might cause such a difference include, without limitation, the risks and uncertainties discussed from time to time in our periodic reports filed with the Securities and Exchange Commission, including those listed in “Item 1A – Risk Factors” of our Annual Report on Form 10-K for fiscal 2019 and of our Quarterly Reports on Form 10-Q.  Except as required by applicable law, we do not undertake, and expressly disclaim, any obligation to publicly update or alter our statements whether as a result of new information, events or circumstances occurring after the date of this report or otherwise.

Perceptron Announces Order for AccuSite® in Robot Guidance Application (January 9, 2020)

Perceptron Announces Order for AccuSite® in Robot Guidance Application

Optical Tracking Improves Productivity for Robotic Manufacturing

PLYMOUTH, Mich., January 9, 2020 — Perceptron, Inc. (NASDAQ:PRCP), a leading global provider of 3D automated metrology solutions and coordinate measuring machines, today announced receiving an order for nine AccuSite® optical tracking systems for precision robot guidance and metrology applications.

“Perceptron continues to innovate with our manufacturing partners by developing technology to maximize solution value. We have expanded our AccuSite technology beyond accurate in-line metrology to provide the greatest possible precision for robot guidance applications,” commented Rick Van Valkenburg, Vice President Global Sales and Marketing for Perceptron.

In robot guidance applications no part is perfect, and no process is perfect; therefore, there are two goals to achieve optimal part placement. Goal one is removing the variation introduced by these two factors. To achieve this, Helix sensors are installed around the assembly to measure key locating features and then send an offset to the robot to correctly place the part in the assembly. Goal two is removing the variation caused by any changes in the robot due to temperature and mechanical drift. An AccuSite Star is mounted on the robot’s end-of-arm tooling and the AccuSite Tracker captures its precise position. Based on this measurement, a secondary offset is calculated and sent to the robot ensuring precise placement.

Van Valkenburg added, “Perceptron provides the most flexible set of solutions in the industry allowing for the implementation of state-of-the-art applications like this one. In this project we are utilizing fixed and robot mounted sensors, absolute accurate optical tracking, and data sharing across systems to minimize sensor count and footprint, improve overall system performance, and reduce measurement cycle times.”

About Perceptron

Perceptron (NASDAQ:PRCP) develops, produces and sells a comprehensive range of automated industrial metrology products and solutions to manufacturing organizations for dimensional gauging, dimensional inspection and 3D scanning. Products include 3D machine vision solutions, robot guidance, coordinate measuring machines, laser scanning and advanced analysis software. Global automotive, aerospace and other manufacturing companies rely on Perceptron’s metrology solutions to assist in managing their complex manufacturing processes to improve quality, shorten product launch times and reduce costs. Headquartered in Plymouth, Michigan, USA, Perceptron has subsidiary operations in Brazil, China, Czech Republic, France, Germany, India, Italy, Japan, Slovakia, Spain and the United Kingdom.  For more information, please visit www.perceptron.com.

Safe Harbor Statement

Certain statements in this press release may be “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, including the Company’s expectation relating to the ability to successfully develop and introduce new products and expand into new customers and markets.  When we use words such as “target,” “will,” “should,” “could,” “believes,” “expects,” “anticipates,” “estimates,” “prospects,” “outlook,” “guidance” or similar expressions, we are making forward-looking statements.  We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all of our forward-looking statements. While we believe that our forward- looking statements are reasonable, you should not place undue reliance on any such forward-looking statements, which speak only as of the date made. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different. Factors that might cause such a difference include, without limitation, the risks and uncertainties discussed from time to time in our periodic reports filed with the Securities and Exchange Commission, including those listed in “Item 1A – Risk Factors” of our Annual Report on Form 10-K for fiscal 2019 and of our Quarterly Reports on Form 10-Q.  Except as required by applicable law, we do not undertake, and expressly disclaim, any obligation to publicly update or alter our statements whether as a result of new information, events or circumstances occurring after the date of this report or otherwise.

Contact:
Investor Relations
investors@perceptron.com