Newport Electronics to Be Bought for $9 a Share : Company and Sensor Control of Sunnyvale Reach $10.8-Million Accord

Newport Electronics Inc., a Newport Beach electronic instruments maker, has reached a definitive agreement to be acquired by Sensor Control Corp. in a deal valued at $10.8 million.

The two companies announced a preliminary merger pact in mid-February, 2 days after Newport Chairman Barret B. Weekes offered to purchase all his company’s stock for $9 per share. Newport’s board opted instead to accept Sensor Control’s $9-a-share bid.

Sensor, a Sunnyvale manufacturer of industrial sensors, said it expects to finance the offer from internally generated funds and bank loans. Sensor said it has received a commitment from BT Commercial Corp., an affiliate of Bankers Trust Co., for part of the financing.

The Sensor offer represents a hefty premium over Newport’s stock price before the bid was announced. The stock had not topped $5.50 per share in the year before the offer. Newport stock closed Wednesday at $8.375, up 37.5 cents in over-the-counter trading.

Under the merger, which is expected to be completed in August, Newport will become a wholly owned subsidiary of Sensor.

Sensor said the merger is subject to several conditions, including approval by Newport shareholders, a third-party appraisal on the fairness of the offer and Sensor obtaining adequate financing for the deal.

James B. Hawkins, Sensor’s president and chief executive, said he anticipates “very little change” in operations or employment at either company after the merger. He said no decision has been made about whether Weekes will stay on as Newport’s chairman.