- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
September 20 2010 - 4:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box)
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
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Amount Previously Paid:
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Date Filed:
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The following materials were first used by RAE Systems Inc. on September 20, 2010 in
discussing the proposed transaction referred to in the material below. RAE Systems may use these
materials in the future for similar purposes.
INVESTOR CONFERENCE CALL SCRIPT
RAE Systems Inc. (NYSE AMEX:RAE)
Signs Definitive Agreement to be Acquired by Battery Venture
September 20, 2010, 8:00 am PDT
The Operator:
Ladies and Gentlemen, thank you for standing by. Welcome to the RAE Systems Inc. Investor Update
conference call. (Caller Instructions listen only mode, how to indicate for questions, reminder
call is being recorded). I would now like to turn the call over to Kirsten Chapman of
Lippert/Heilshorn & Associcates.
Kirsten Chapman
Thank you. Good afternoon, everyone, and thank you for joining us today. With me today are RAE
Systems Chief Executive Officer, Robert Chen, and Chief Financial Officer, Randy Gausman. If you
have not seen todays press release, it can be retrieved from our website at
raesystems.com
. If
you have any difficulty accessing the press release, please call Lippert/Heilshorn & Associcates at
415.433.3777 and we will send a copy to you.
I would like to remind you that the matters that we will be discussing today include
forward-looking statements, as that term is used in Section 21E of the Securities Exchange Act of
1934, and as such, are subject to risks and uncertainties. Forward-looking statements may 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 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
www.sec.gov
or our website. 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.
WE URGE OUR INVESTORs TO READ THE PROXY STATEMENT, WHEN IT BECOMES AVAILABLE, AND THE OTHER
RELEVANT MATERIALS FILED BY US WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. The proxy statement and the other relevant materials, when available, and
any other documents filed by us with the SEC, may be obtained free of charge at the SECs website
at www.sec.gov. In addition, our stockholders may obtain free copies of the documents filed with
the SEC by contacting RAE Systems Investor Relations Agency Lippert/Heilshorn & Associates at
(415) 433-3777 or RAE Systems IR c/o Lippert/Heilshorn & Associates, 44 Montgomery Street, Suite
3520, San Francisco, California 94104. You may also read and copy any reports, statements and other
information filed by us with the SEC at the SEC public reference room at 100 F Street, N.E. Room
1580, Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 or visit the SECs website for further information on its public
reference room.
On the call management will only discuss todays announcement. As the third quarter has not been
completed, management will not address operating results or comment on financial expectations.
Following prepared remarks by Bob Chen, we will open up the call for questions and answers.
Ill now turn the call over the Bob Chen. Bob, Go ahead please?
Mr. Bob Chen:
Thank you, Kirsten.
Good afternoon and thank you for joining us today.
I am excited to discuss with you this mornings announcement. We signed a definitive agreement to
be acquired by an affiliate of Battery Ventures, which would eventually take RAE Systems private.
We believe this will benefit shareholders, customers and employees. I will review the terms of the
agreement and the advantages and reasons for the proposed transaction.
Battery Ventures is a multi-stage private equity firm focused on technology and innovation
worldwide with over four billion dollars under management. Battery has identified RAE Systems as a
key investment based on our prospects for continued technological leadership and operational
improvement. In turn, Battery has significant financial resources to support RAE Systems.
Combined with Batterys strategy and vision, we expect to increase our industry presence via
organic growth and complementary acquisitions. . Both management teams hold the consistent
opinion that it will be business as usual at RAE Systems. We will continue to execute on our
strategy to be a leading innovator through the advancement of intelligent, connected, wireless gas
and radiation detection solutions. Our management and employees will remain committed to customer
service, quality and operating excellence.
Under terms of the agreement, the co-founders Dr. Peter Hsi and I will roll over
most of our stock holdings into the new company, the rest of the RAE systems stockholders will
receive $1.60 per share in cash. The transaction will be subject to customary closing conditions,
including the approval of our stockholders. We will file a proxy statement with the Securities and
Exchange Commission, and a shareholder vote will be scheduled within 60 days following the SECs
review. Post close, Dr. Hsi and I will remain on the board, joined by Mr. Feldman and Morgan Jones
of Battery Ventures. We urge our investors to read the proxy statement, when it becomes available.
RAE Systems has successfully navigated through a great deal of change over the past few years.
This is just the newest evolution for the company and we will remain steadfast in our focus on our
customers, commitments, deliverables and operating excellence.
Our goal continues to be a 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.
We are eager to drive our business forward, investing in research and development, focusing on our
product development efforts and introducing several new products later this year.
In summary, we are focused on being our industrys leading innovator through the advancement of
intelligent, connected, wireless gas and radiation detection solutions. This transaction reflects
the strength of our business, our growth prospects, our products and technologies, and our
dedicated employees.
Operator, I would now like to open the floor to questions.
Q&A Session
Operator
Gentlemen, if there are no further questions. I would like to turn the call back to Bob Chen for
his closing remarks.
Mr. Bob Chen
I would like to thank you for your continued support of RAE Systems and look forward to speaking
with you shortly.
Operator
Ladies and gentlemen, this concludes the Investor Update Call for RAE Systems. Thank you for your
participation today. Have a pleasant day.
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