ALiVE
14 years ago
RAE Systems Announces Agreement to Be Acquired by Vector Capital for $1.75 per Share in Cash
Date : 01/18/2011 @ 2:49PM
Source : MarketWire
RAE Systems Announces Agreement to Be Acquired by Vector Capital for $1.75 per Share in Cash
RAE® Systems Inc. (NYSE Amex: RAE) ("RAE" or "the Company"), a leader in delivering innovative sensor solutions to serve industrial, energy, environmental, and government safety markets worldwide, today announced that it has entered into a definitive merger agreement with affiliates of Vector Capital ("Vector") under which an affiliate of Vector will acquire the outstanding shares of RAE common stock for $1.75 per share in cash (the "Vector Agreement"). A special committee of the RAE Systems Board of Directors, and the disinterested members of the board, have unanimously approved the Vector Agreement and recommend RAE Systems' stockholders approve the transaction.
RAE also announced that, concurrent with entering into the Vector Agreement, RAE terminated its previously announced merger agreement with affiliates of Battery Ventures (the "Prior Agreement") under the terms of the Prior Agreement, and paid a termination fee of $3.39 million to affiliates of Battery Ventures.
"We are pleased to partner with Vector, a leading technology investment firm that can add significant value to our customers and partners as well as provide additional value to our stockholders as a result of this merger agreement," said Robert Chen RAE Systems president and chief executive officer. "Vector shares RAE's vision to develop and market advanced intelligent, connected, wireless gas and radiation detection solutions. We believe this shared vision coupled with Vector's technology expertise and financial resources will enable RAE to continue to provide superior products and service to its customers worldwide."
David Fishman, a Partner at Vector Capital, added, "Vector is extremely excited to partner with RAE's talented team to continue to build on the company's 20 year heritage of developing highly differentiated chemical detection systems. We believe our support, combined with RAE's product strategy, employee talent and strong customer relationships will enable RAE to further define itself as a leading player in the mission critical industrial safety and security markets."
The transaction is subject to customary closing conditions, including the approval of RAE's stockholders. There is no financing condition to the transaction. RAE will file a proxy statement with the Securities and Exchange Commission with respect to the Vector transaction, and a shareholder meeting will be held following the SEC's review. RAE expects the merger to be completed in the second quarter of fiscal 2011.
A portion of the shares of RAE common stock beneficially owned by Mr. Chen and all of the shares beneficially owned by Peter Hsi, our chief executive officer and chief technology officer and our co-founders, will be exchanged for stock of the acquiring entity rather than cash in the merger so that they will continue to be stockholders following the transaction.
UBS Investment Bank is acting as financial advisor to the Special Committee of the Board of Directors of RAE, and Fenwick & West LLP is acting as RAE's legal advisor. Shearman & Sterling LLP is acting as Vector's legal advisor.
About Vector
Vector Capital is a leading global private equity firm specializing in spinouts, buyouts and recapitalizations of established technology businesses. Vector identifies and pursues these complex investments in both the private and public markets. Vector actively partners with management teams to devise and execute new financial and business strategies that materially improve the competitive standing of these businesses and enhance their value for employees, customers and shareholders. Among Vector's notable investments are Aladdin Knowledge Systems, Certara, Corel, LANDesk, Precise Software, Printronix, Register.com, SafeNet, Savi Technology, Trafficmaster, WatchGuard Technologies, and WinZip. For more information, visit www.vectorcapital.com.
About RAE Systems
RAE Systems is a leading global provider of rapidly deployable connected, intelligent gas detection systems that enable real-time safety and security threat detection. RAE Systems products are used in more than 95 countries by many of the world's leading corporations and government agencies.
RAE Systems offers a full line of wirelessly enabled solutions including personal, hand-held, transportable, and fixed instruments designed to meet the needs of any usage scenario. Applications include energy production, refining, industrial and environmental safety, public venue safety, and government first responder markets.
For more information about RAE Systems, please visit raesystems.com.
Safe Harbor Statement
This press release may contain "forward-looking" statements, as that term is used in Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include, without limitation: expressions of "belief," "anticipation," or "expectations" of management; statements as to industry trends or future results of operations of RAE Systems and its subsidiaries; and other statements that are not historical fact. These types of statements address matters that are subject to risks and uncertainties, which could cause actual results to differ materially. Factors that could cause or contribute to such differences include, but are not limited to, failure to consummate the recently-announced divestiture of RAE Systems' interest in its Fushun joint venture, the general economic and industry factors and receptiveness of the market to RAE Systems and its products. In addition, our forward-looking statements should be considered in the context of other risk factors discussed in our filings with the Securities and Exchange Commission, including but not limited to our annual report on Form 10-K and Form 10-Q filings, available online at http://www.sec.gov. All forward-looking statements are based on information available to the company on the date hereof, and the company assumes no obligation to update such statements.
Additional Information About the Transaction and Where You Can Find It
In connection with the transaction, RAE Systems will file a proxy statement with the SEC for RAE Systems' special stockholder meeting and stockholders are strongly advised to read the proxy statement when it becomes available because it will contain important information about the proposed transaction. Investors and stockholders may obtain a free copy of the proxy statement (when available) and other documents filed by RAE Systems at the SEC's web site at http://www.sec.gov. The proxy statement (when available) and other relevant documents may also be obtained for free from RAE Systems by directing a request to RAE Systems, Inc., c/o Investor Relations, 3775 North First Street, San Jose, California 95134, telephone: 408-952-8200.
RAE Systems and its directors, executive officers and certain other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed transaction. Certain information regarding the interests of such directors and executive officers is included in RAE Systems' Proxy Statement for its 2010 Annual Meeting of Stockholders filed with the SEC on April 23, 2010, and information concerning all of the participants in the solicitation will be included in the proxy statement relating to the proposed transaction when it becomes available. Each of these documents is, or will be, available free of charge at the SEC's website at http://www.sec.gov and from RAE Systems, Inc., c/o Investor Relations, 3775 North First Street, San Jose, California 95134, telephone: 408-952-8200.
Company Contact:
Investor Relations
408-952-8449
investorrelations@raesystems.com
IR Agency Contact:
Becky Herrick
415-433-3777
bherrick@lhai.com
ALiVE
14 years ago
RAE Systems Signs Definitive Agreement to Sell Its Interest in Its RAE Fushun Joint Venture
RAE Systems Inc. (NYSE Amex: RAE), a leader in delivering innovative sensor solutions to serve industrial, energy, environmental, and government safety markets worldwide, announced it has signed a definitive agreement to sell its 70 percent interest in the RAE Fushun joint venture (the "Joint Venture") to the Shenyang Research Institute of China Coal Research. Although the company will not receive any direct compensation for its ownership interest in the Joint Venture, under the terms of the agreement the Shenyang Research Institute of China Coal Research will assume all documented joint venture liabilities at the closing of the transaction as well as repay to RAE Systems amounts owed to RAE KLH and RAE Shanghai for products and services previously provided to the joint venture. The agreement is expected to close on or before March 31, 2011, subject to customary closing conditions.
Robert Chen, RAE Systems president and CEO, stated: "We previously stated our intention to exercise a disciplined exit from our investment in RAE Fushun as the performance of this business has not met our long-term revenue and operating margin growth expectations. We expect going forward that the exclusion of RAE Fushun operating losses will result in improved operating and net income for the company in the future. We are focusing on long-term growth prospects that fit within our mission to be the leading innovator of safety and security products that deliver wireless real-time data to enable our customers to make faster, better decisions to keep people and property safe."
Established in December of 2006, the joint venture was established with Liaoning Coal Industry Group Co., Ltd for the purposes of engaging in the manufacturing and sale of safety equipment for the coal mine industry.
About RAE Systems
RAE Systems is a leading global provider of rapidly deployable connected, intelligent gas detection systems that enable real-time safety and security threat detection. RAE Systems products are used in more than 95 countries by many of the world's leading corporations and government agencies.
RAE Systems offers a full line of wirelessly enabled solutions including personal, hand-held, transportable, and fixed instruments designed to meet the needs of any usage scenario. Applications include energy production, refining, industrial and environmental safety, public venue safety, and government first responder markets.
For more information about RAE Systems, please visit raesystems.com.
Safe Harbor Statement
This presentation may contain "forward-looking" statements, as that term is used in Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include, without limitation: expressions of "belief," "anticipation," or "expectations" of management; statements as to industry trends or future results of operations of RAE Systems and its subsidiaries; and other statements that are not historical fact. These types of statements address matters that are subject to risks and uncertainties, which could cause actual results to differ materially. Factors that could cause or contribute to such differences include, but are not limited to, the general economic and industry factors and receptiveness of the market to RAE Systems and its products, and the failure to close the sale of the interest in the Fushun joint venture. In addition, our forward-looking statements should be considered in the context of other risk factors discussed in our filings with the Securities and Exchange Commission, including but not limited to our annual report on Form 10-K and Form 10-Q filings, available online at http://www.sec.gov. All forward-looking statements are based on information available to the company on the date hereof, and the company assumes no obligation to update such statements.
Company Contact:
Investor Relations
408-952-8449
investorrelations@raesystems.com
IR Agency Contact:
Becky Herrick
415-433-3777
bherrick@lhai.com
ALiVE
14 years ago
RAE Systems' Wireless Gas-Monitoring Solution Adopted by Major U.S. Oil Refinery
RAE Systems Inc. (NYSE Amex: RAE) today announced a major U.S. oil refinery is the latest to employ RAE Systems' ProRAE Guardian software and MeshGuard wireless gas-detection system. The rapidly deployable solution protects the health and safety of onsite work crews and contractors from hazardous and potentially flammable atmospheric gases (see today's news release detailing the latest updates to RAE Systems' ProRAE Guardian safety-monitoring software).
The cost-effective and expandable solution combines the advanced safety-monitoring software with rapidly deployable wireless monitors to protect the perimeter of the oil-refinery facility during a large construction project to install a Continuous Catalytic Reformer (CCR) unit. The RAE Systems solution saves this customer time and money compared to using fixed-detection systems by eliminating the need to trench, bury and permit cables. Additionally, the RAE Systems solution gives safety professionals greater visibility and control of their safety network.
"This is a perfect example of how a dependable wireless system can improve the way safety managers do their jobs," said Yan Banducci, RAE System's MeshGuard product manager. "ProRAE Guardian helps them make faster, more informed decisions by giving them more visibility and control of their gas-detection network while the MeshGuard system dramatically reduces installation time and costs."
Installation and support services for this oil-and-gas industry application were provided by Argus-Hazco, a RAE Systems' distributor and authorized service center that offers an extensive line of industrial health, safety and environmental monitoring equipment, supplies and services.
Better Visibility and Control
The RAE Systems solution utilizes the latest update to RAE Systems' field-proven ProRAE Guardian software, a real-time instrument monitoring, management and control program that provides mobile-command center functionality with comprehensive real-time display of gas-and-radiation data at any time and from any location. It gives incident commanders and industrial safety professionals rapid access to threat-detection information for fast and better decision-making, and quick responses to alarms.
The newly updated ProRAE Guardian now supports easy-to-deploy cascade and continuous operation modes, along with the ability to remotely track up to 500 wireless monitors at once. At the U.S. production facility, more than 80 intrinsically safe detectors are used to secure the area using ProRAE Guardian software to provide a single, map-based display of aggregated information, which can be viewed from anywhere and at anytime.
Reliable, Rapid Deployments
The wireless MeshGuard system is part of RAE Systems' growing portfolio of wireless gas-detection solutions that quickly pays for itself by eliminating the need to trench cables, and is easily installed and operational in as little as one hour. It provides rapid deployment in a wide range of industrial-safety and remote-monitoring applications, and remains operational even if a node in the network fails.
At the oil-refinery, MeshGuard monitors are mounted on movable poles so the system can be easily reconfigured in minutes as the work location shifts. This saves time and money compared with the high costs of trenching underground cables required to install fixed-detection systems.
About RAE Systems
RAE Systems Inc. (NYSE Amex: RAE) is a leading global provider of rapidly deployable, connected, intelligent gas-detection systems that enable real-time safety and security threat detection. RAE Systems products are used in more than 120 countries by many of the world's leading corporations and government agencies.
RAE Systems offers a full line of wirelessly enabled solutions, including personal, hand-held, transportable, and fixed instruments designed to meet the needs of any usage scenario. Applications include energy production, refining, industrial and environmental safety, public-venue safety and government first-responder markets.
For more information about RAE Systems, please visit raesystems.com.
Contact Information:
Lee Flanagin
408-952-8252
lflanagin@raesystems.com
ALiVE
14 years ago
RAE Systems' Personal Gas-Detection Monitor Featured in Fox TV Series 'Lie to Me'
RAE Systems Inc. (NYSE Amex: RAE) today announced its ToxiRAE 3 personal gas-detection monitor was featured in the Fox TV series "Lie to Me," during an episode titled "The Canary."
"Lie to Me" is a science crime drama series in the U.S. in which the antagonistic lead character, Dr. Cal Lightman (played by Tim Roth), uses his ability to read body language and facial expressions to help solve a range of crimes. According to Fox, the character is based on real-life psychologist Dr. Paul Ekman, who is an expert on facial expressions and body-language-reading techniques.
The full episode of "The Canary" can be viewed for free through the end of the year at http://www.fox.com/lietome/full-episodes. RAE Systems' products have been featured in television shows and movies, including the TV series "CSI: Miami" on the CBS network and the Hollywood film "Outbreak."
For information about using RAE Systems gas-detection systems in feature films and television programs, contact Director of Marketing Lee Flanagin at lflanagin@raeystems.com or +1-408-952-8252.
The ToxiRAE 3 is a full-featured single-gas monitor that offers unequaled cost of ownership value to safety managers and incident commanders in a wide range of applications, including in the oil and gas, pharmaceutical, chemical and steel manufacturing industries.
About RAE Systems
RAE Systems Inc. (NYSE Amex: RAE) is a leading global provider of rapidly deployable, connected, intelligent gas-detection systems that enable real-time safety and security threat detection. RAE Systems products are used in more than 120 countries by many of the world's leading corporations and government agencies.
RAE Systems offers a full line of wirelessly enabled solutions, including personal, hand-held, transportable, and fixed instruments designed to meet the needs of any usage scenario. Applications include energy production, refining, industrial and environmental safety, public-venue safety and government first-responder markets.
For more information about RAE Systems, please visit raesystems.com.
Contact Information:
Lee Flanagin
408-952-8252
lflanagin@raesystems.com
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