FLIR Begins Tender Offer to Acquire ICx Technologies, Inc.
03 September 2010 - 9:30PM
Marketwired
FLIR Systems, Inc. (NASDAQ: FLIR) today will commence a cash tender
offer through its wholly owned subsidiary Indicator Merger Sub,
Inc., to purchase all outstanding shares of common stock of ICx
Technologies, Inc. (NASDAQ: ICXT). On August 16, 2010, the
companies previously announced a definitive agreement whereby FLIR
agreed to acquire ICx in a cash tender offer and subsequent merger
for an aggregate cash purchase price of approximately $274 million.
Upon the successful closing of the tender offer, shareholders of
ICx will receive $7.55 in cash for each share of ICx common stock
tendered in the offer, without interest and less any required
withholding taxes.
Today, FLIR will file with the Securities and Exchange
Commission (the "SEC") a tender offer statement on Schedule TO that
provides the terms and conditions of the tender offer, and ICx will
file a solicitation/recommendation statement on Schedule 14D-9 that
includes the recommendation of ICx's board of directors that ICx
shareholders accept the tender offer and tender their shares in the
offer. As previously disclosed, the boards of directors of FLIR and
ICx have approved the transaction.
The tender offer will expire at midnight on October 1, 2010,
unless extended in accordance with the merger agreement and the
applicable rules and regulations of the SEC. The closing of the
tender offer is conditioned upon the tender of at least a majority
of the outstanding shares of ICx common stock on a fully diluted
basis. As previously disclosed, Wexford Capital LP and its
affiliates, which together own approximately 62% of the outstanding
shares of ICx common stock, have entered into a tender and support
agreement whereby they have agreed to tender all of their shares in
the tender offer, subject to ICx's board of directors' continued
recommendation of the transaction. The closing is also conditioned
upon expiration or termination of the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act and other
customary closing conditions.
About FLIR Systems, Inc.
FLIR Systems, Inc. is a world leader in the design, manufacture,
and marketing of thermal imaging and stabilized camera systems for
a wide variety of thermography and imaging applications including
condition monitoring, research and development, manufacturing
process control, airborne observation and broadcast, search and
rescue, drug interdiction, surveillance and reconnaissance,
navigation safety, border and maritime patrol, environmental
monitoring and ground-based security. Visit the Company's web site
at www.FLIR.com.
Forward Looking Statements
This press release ("release") contains statements that are
forward-looking in nature. Such statements are based on current
expectations of future events, are not guarantees of future
performance and involve risks and uncertainties that are difficult
to predict. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in such
forward-looking statements due to numerous factors, including the
following: clearance under the Hart-Scott-Rodino Antitrust
Improvements Act, the tender of a majority of the outstanding
shares of common stock of ICx, calculated on a fully diluted basis,
the possibility that the transaction will not close or that the
closing may be delayed, the possibility that the Company will
experience difficulties in the integration of the operations,
employees, strategies, technologies and products of ICx if the
transaction does close, the potential inability to realize expected
benefits and synergies, changes in demand for the Company's or
ICx's products, product mix, the timing of customer orders and
deliveries, the impact of competitive products and pricing,
constraints on supplies of critical components, excess or shortage
of production capacity, the ability of the Company to manufacture
and ship products in the time period required, actual purchases
under agreements, and other risks discussed from time to time in
the Company's and ICx's respective Securities and Exchange
Commission filings and reports. In addition, such statements could
be affected by general industry and market conditions and growth
rates, and general domestic and international economic conditions.
Such forward-looking statements speak only as of the date on which
they are made and the Company does not undertake any obligation to
update any forward-looking statement to reflect events or
circumstances after the date of this release.
Important Additional Information
The tender offer described in this release will commence today.
This press release is for informational purposes only and does not
constitute an offer to purchase, or a solicitation of an offer to
sell, shares of common stock of ICx Technologies, Inc. ("ICx"), nor
is it a substitute for any of the tender offer documents referenced
below. FLIR Systems, Inc. and its wholly-owned subsidiary,
Indicator Merger Sub, Inc., will file a tender offer statement on
Schedule TO with the SEC, and will mail an offer to purchase, forms
of letter of transmittal and related documents to ICx shareholders.
INVESTORS AND ICX SHAREHOLDERS ARE STRONGLY ADVISED TO READ THE
TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, LETTER OF
TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) AND THE RELATED
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 THAT WILL
BE FILED BY ICX WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
These documents will be available at no charge on the SEC's
website at www.sec.gov. In addition, a copy of the offer to
purchase, letter of transmittal and certain other related tender
offer documents (once they become available) may be obtained free
of charge by directing a request to Phoenix Advisory Partners LLC
at 110 Wall Street, 27th Floor, New York, New York 10005 or by
phone at (800) 576-4314 or to Indicator Merger Sub at FLIR Systems,
Inc., 27700 SW Parkway Avenue, Wilsonville, Oregon 97070.
Company contact: Tony Trunzo FLIR Systems, Inc. (503)
498-3547 www.flir.com
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