GSI Group to Acquire Applimotion Inc. for $13 Million in Cash

- Acquires provider of advanced precision motor technology and precision motion control solutions to OEM equipment suppliers

- Expands GSI's presence in the precision motion control market while deepening its penetration of existing customers in advanced industrial and medical end markets

BEDFORD, Mass., Feb.12, 2015 /PRNewswire/ -- GSI Group Inc. (NASDAQ: GSIG) (the "Company", "we", "our", or "GSI"), a global leader and supplier of precision photonics and motion control components and subsystems to the medical equipment and advanced industrial technology markets, today announced that it has reached an agreement to acquire Applimotion Inc., a Loomis, California-based provider of advanced precision motor and motion control technology to original equipment manufacturers ("OEMs") for advanced industrial and medical markets, for $13 million in cash, subject to customary working capital adjustments.  The transaction is expected to close in February 2015. 

The acquisition enhances GSI's strategic position in precision motion control by enabling GSI to offer a broader range of motion control technologies and integrated solutions.  The Applimotion business will be integrated into the Company's MicroE Systems business line, a leading provider of position measurement technologies in the precision motion control market.  Applimotion specializes in motor applications that require highly precise and dynamic motion control. 

"We believe the combination of Applimotion and GSI's MicroE Systems businesses represent a compelling combination of technology and application expertise enabling GSI to better drive differentiated performance for our customers while enhancing the Company's organic growth," said John Roush, Chief Executive Officer of GSI.  "The founders of Applimotion have built an excellent franchise. The addition of the Applimotion technology and expertise broadens our capabilities and increases our penetration at existing customers in the growing precision motion control space, in applications such as surgical and industrial robotics, automation, and metrology," added Mr. Roush.

MicroE Systems has been designing miniature encoder products and working closely with OEMs to engineer highly optimized precision motion control solutions in the most demanding applications for over 20 years.  MicroE Systems offers its customers a wide range of miniature optical encoders, a depth of application expertise and proven reliability.  Applimotion has been designing and producing direct drive rotary motors, linear motors and actuators for over 15 years.  Applimotion's product offerings and applications expertise enable its customers to achieve increased levels of performance and reliability. 

See "Safe Harbor and Forward Looking Information" below.

Safe Harbor and Forward-Looking Information

Certain statements in this release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on current expectations and assumptions that are subject to risks and uncertainties. All statements contained in this news release that do not relate to matters of historical fact should be considered forward-looking statements, and are generally identified by words such as "expect," "intend," "anticipate," "estimate," "believe," "future," "could," "should," "plan," "aim," and other similar expressions. These forward-looking statements include, but are not limited to, expectations regarding our belief that the acquisition of Applimotion will enable the Company to better drive differentiated performance and organic growth; the expected timing of the closing of the acquisition; and other statements that are not historical facts. 

These forward-looking statements are neither promises nor guarantees, but involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including, but not limited to, the following: the risk that the acquisition may not close in February 2015, or at all; economic and political conditions and the effects of these conditions on our customers' businesses and level of business activity; our significant dependence upon our customers' capital expenditures, which are subject to cyclical market fluctuations; our dependence upon our ability to respond to fluctuations in product demand; our ability to continually innovate and successfully commercialize our innovations; failure to introduce new products in a timely manner; customer order timing and other similar factors beyond our control; disruptions or breaches in security of our information technology systems; changes in interest rates, credit ratings or foreign currency exchange rates; risk associated with our operations in foreign countries; our increased use of outsourcing in foreign countries; our failure to comply with local import and export regulations in the jurisdictions in which we operate; our exposure to the credit risk of some of our customers and in weakened markets; our reliance on third party distribution channels; violations of our intellectual property rights and our ability to protect our intellectual property against infringement by third parties; risk of losing our competitive advantage; our failure to successfully integrate recent and future acquisitions into our business; our ability to make divestitures that provide business benefits; our ability to attract and retain key personnel; our restructuring and realignment activities and disruptions to our operations as a result of consolidation of our operations; product defects or problems integrating our products with other vendors' products; disruptions in the supply of certain key components or other goods from our suppliers; production difficulties and product delivery delays or disruptions; our compliance, or our failure to comply, with various federal, state and foreign regulations; changes in governmental regulation of our business or products; our failure to implement new information technology systems and software successfully; our failure to realize the full value of our intangible assets; our ability to utilize our net operating loss carryforwards and other tax attributes; changes in tax laws, and fluctuations in our effective tax rates; being subject to U.S. federal income taxation even though we are a non-U.S. corporation; any need for additional capital to adequately respond to business challenges or opportunities and repay or refinance our existing indebtedness, which may not be available on acceptable terms or at all; volatility in the market price for our common shares; our ability to access cash and other assets of our subsidiaries; the influence over our business of certain significant shareholders; provisions of our articles of incorporation may delay or prevent a change in control; our significant existing indebtedness may limit our ability to engage in certain activities; and our failure to maintain appropriate internal controls in the future.

Other important risk factors that could affect the outcome of the events set forth in these statements and that could affect the Company's operating results and financial condition are discussed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, our subsequent filings with the Securities and Exchange Commission ("SEC"), and in our future filings with the SEC. Such statements are based on the Company's beliefs and assumptions and on information currently available to the Company. The Company disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this document except as required by law.

About GSI

GSI Group Inc. designs, develops, manufactures and sells precision photonics and motion control components and subsystems to Original Equipment Manufacturers ("OEM") in the medical equipment and advanced industrial technology markets. The Company's highly engineered enabling technologies include laser sources, laser scanning and beam delivery products, optical data collection and machine vision technologies, medical visualization and informatics solutions, and precision motion control products.  It specializes in collaborating with OEM customers to adapt its component and subsystem technologies to deliver highly differentiated performance in their customers' applications.  GSI Group Inc.'s common shares are quoted on NASDAQ under the ticker symbol "GSIG".

More information about GSI is available on the Company's website at www.gsig.com. For additional information, please contact GSI Group Inc. Investor Relations at (781) 266-5137 or [email protected].

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