Cognex (CGNX) investor relations material

Deal rationale and strategic fit

• Acquisition of RealSense adds market-leading 3D depth sensing and vision technology, expanding presence in high-growth robotic perception markets and diversifying long-term growth opportunities.

• RealSense's mature technology stack and developer ecosystem complement existing machine vision expertise and provide a strong foundation for innovation.

• Entry into adjacent markets such as data center supply chain, mobile robotics, and global industrial customers is enabled.

• Strategic fit leverages complementary technologies, commercial synergies, and global reach.

• Diversifies growth drivers and reduces exposure to cyclical risks by broadening customer and market reach.

Financial terms and conditions

• $500 million purchase price funded entirely with cash on hand or existing investments.

• RealSense employees to receive a three-year cash retention program (~$56.5–$57 million) and $50 million in restricted stock units vesting over three years.

• Transaction expected to close in Q4 2026, subject to customary closing conditions.

• Retention and equity grants are excluded from Adjusted EBITDA calculations.

Synergies and expected cost savings

• Technology and commercial synergies expected through integration of IP, global reach, and support services.

• Revenue synergies anticipated from overlapping customer bases and expanded geographic reach, especially in warehouse automation and e-commerce.

• RealSense is expected to be strongly accretive to growth profile, with adjusted EBITDA margin projected at 25%-31% and strong free cash flow conversion.

• No significant revenue synergies required to justify valuation; considered upside.

• Acquisition expected to accelerate long-term revenue CAGR to over 25%.