Badger Meter Signs Agreement to Acquire D-Flow Technology AB of Luleå, Sweden

Badger Meter, Inc. (NYSE: BMI) today announced it has signed a definitive agreement to acquire D-Flow Technology AB of Luleå, Sweden, for approximately $23 million in cash. D-Flow Technology is a knowledge-based company specializing in ultrasonic technology, primarily for flow measurement.

“There is a growing acceptance of ultrasonic technology within the municipal water market. We believe the D-Flow Technology will strengthen our position in ultrasonic flow measurement by enabling us to further enhance our existing E-Series® Ultrasonic product line, lower production costs and provide a platform for the continuing advancement of our ultrasonic capabilities,” said Richard A. Meeusen, chairman, president and chief executive officer of Badger Meter.

“The D-Flow Technology acquisition is similar to our acquisition of Aquacue, Inc. in 2013, which enabled us to integrate Aquacue’s technology into our ORION® Cellular radios. We believe there are similar opportunities between Badger Meter and D-Flow Technology in the ultrasonic flow measurement space. Also similar to Aquacue, D-Flow Technology’s facilities in Luleå, Sweden, will become a Badger Meter technology center,” added Meeusen.

Meeusen said the acquisition will close effective May 1, 2017, subject to customary closing conditions.

About D-Flow Technology AB

D-Flow Technology designs and manufactures customized integrated circuits and transducers for measuring various types of flow and also provides technical support. The company has 13 employees and had sales of approximately $2.5 million in 2016.

About Badger Meter

Badger Meter is an innovator in flow measurement, control and communications solutions, serving water utilities, municipalities, and commercial and industrial customers worldwide. The Company’s products measure water, oil, chemicals, and other fluids, and are known for accuracy, long-lasting durability and for providing valuable and timely measurement data. For more information, visit www.badgermeter.com.

Certain statements contained in this news release, as well as other information provided from time to time by Badger Meter, Inc. (the “Company”) or its employees, may contain forward looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “think,” “should,” “could” and “objective” or similar expressions are intended to identify forward looking statements. All such forward looking statements are based on the Company’s then current views and assumptions and involve risks and uncertainties. Some risks and uncertainties that could cause actual results to differ materially from those expressed or implied in forward looking statements include those described in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 that include, among other things:

  • the Company’s ability to successfully integrate acquired businesses or products;
  • the continued shift in the Company’s business from lower cost, manually read meters toward more expensive, value-added automatic meter reading (AMR) systems, advanced metering infrastructure (AMI) systems and advanced metering analytics (AMA) systems that offer more comprehensive solutions to customers’ metering needs;
  • the success or failure of newer Company products;
  • changes in competitive pricing and bids in both the domestic and foreign marketplaces, and particularly in continued intense price competition on government bid contracts for lower cost, manually read meters;
  • the actions (or lack thereof) of the Company’s competitors;
  • changes in the Company’s relationships with its alliance partners, primarily its alliance partners that provide radio solutions, and particularly those that sell products that do or may compete with the Company’s products;
  • changes in the general health of the United States and foreign economies, including to some extent such things as the length and severity of global economic downturns, international or civil conflicts that affect international trade, the ability of municipal water utility customers to authorize and finance purchases of the Company’s products, the Company’s ability to obtain financing, housing starts in the United States, and overall industrial activity;
  • unusual weather, weather patterns or other natural phenomena, including related economic and other ancillary effects of any such events;
  • economic policy changes, including but not limited to, trade policy and corporate taxation;
  • the timing and impact of government funding programs that stimulate national and global economies, as well as the impact of government budget cuts or partial shutdowns of governmental operations;
  • changes in the cost and/or availability of needed raw materials and parts, such as volatility in the cost of brass castings as a result of fluctuations in commodity prices, particularly for copper and scrap metal at the supplier level, foreign-sourced electronic components as a result of currency exchange fluctuations and/or lead times, and plastic resin as a result of changes in petroleum and natural gas prices;
  • the Company’s expanded role as a prime contractor for providing complete technology systems to governmental entities, which brings with it added risks, including but not limited to, the Company’s responsibility for subcontractor performance, additional costs and expenses if the Company and its subcontractors fail to meet the timetable agreed to with the governmental entity, and the Company’s expanded warranty and performance obligations;
  • changes in foreign economic conditions, particularly currency fluctuations in the United States dollar, the Euro and the Mexican peso;
  • the inability to develop technologically advanced products;
  • the failure of the Company’s products to operate as intended;
  • the inability to protect the Company’s proprietary rights to its products;
  • disruptions and other damages to information technology and other networks and operations due to breaches in data security or any other cybersecurity attack;
  • transportation delays or interruptions;
  • violations or alleged violations of the U.S. Foreign Corrupt Practices Act (FCPA) or other anti-corruption laws and the Foreign Account Tax Compliance provisions of the Hiring Incentives to Restore Employment Act (referred to as FATCA);
  • the loss of certain single-source suppliers; and
  • changes in laws and regulations, particularly laws dealing with the content or handling of materials used in the Company's products.

All of these factors are beyond the Company's control to varying degrees. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward looking statements contained in this news release and are cautioned not to place undue reliance on such forward looking statements. The forward looking statements made in this document are made only as of the date of this document and the Company assumes no obligation, and disclaims any obligation, to update any such forward looking statements to reflect subsequent events or circumstances.

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