EMS Technologies to Be Acquired by Honeywell for Approximately $491 Million in Cash
June 13 2011 - 8:06AM
Business Wire
EMS Technologies (NASDAQ:ELMG), a leading provider of wireless
connectivity solutions for aviation, aerospace and global resource
management, today announced a definitive agreement under which
Honeywell (NYSE:HON), a diversified technology and manufacturing
leader, will acquire EMS in an all-cash transaction valued at
approximately $491 million, net of cash acquired.
Under the terms of the agreement, which has been unanimously
approved by both companies’ Boards of Directors, a wholly-owned
subsidiary of Honeywell will commence a tender offer within ten
business days to purchase all of EMS’s outstanding shares for
$33.00 per share in cash. The transaction represents a 33% premium
to EMS’s closing stock price on June 10, 2011, and a 59% premium to
EMS’s closing price on April 18, 2011, one day prior to the
Company’s announcement that it was reviewing strategic
alternatives. The Board of Directors of EMS will recommend that EMS
shareholders tender their shares in the tender offer. The
transaction, which is subject to successful completion of the
tender offer, regulatory approval and customary closing terms and
conditions, is expected to be completed in the third quarter of
2011.
EMS reported revenue for the full year 2010 of $355.2 million.
EMS’s businesses enable mobile connectivity virtually anywhere in
the world using a wide range of connectivity technologies,
including Satellite, GSM, Bluetooth, Wi-Fi and GPS mapping.
“This announcement is the culmination of the robust strategic
review process we have been engaged in since April,” said Jack
Mowell, Chairman of EMS’s Board of Directors. “With the assistance
of experienced outside advisors, we determined that this
transaction is the best way to maximize value for our
shareholders.”
Neil Mackay, President and CEO of EMS, said, “We believe that
becoming a part of Honeywell will provide EMS businesses with the
scale, resources and market presence that should benefit our
customers and expand career opportunities for our employees.”
EMS also announced that in light of today’s announcement the EMS
Board has postponed its Annual Meeting of Shareholders scheduled
for June 30, 2011.
BofA Merrill Lynch is serving as financial advisor, and King
& Spalding LLP and Kirkland & Ellis LLP are serving as
legal counsel to EMS and its Board of Directors.
About EMS Technologies
As one of the world’s leading providers of wireless connectivity
solutions, EMS Technologies, Inc. keeps people and systems
connected - on land, at sea, in the air or in space. EMS offers
industry-leading technology to support Aero Connectivity and Global
Resource Management markets though a broad range of cutting-edge
satellite and terrestrial network products; helping businesses,
assets and people stay connected and promoting universal mobility,
visibility and intelligence. EMS (NASDAQ: ELMG) serves customers
through operations in 12 countries.
Notice to Investors
The planned tender offer described in this communication has not
yet commenced. The description contained in this communication is
not an offer to buy or the solicitation of an offer to sell
securities. At the time the planned tender offer is commenced,
Honeywell will file a tender offer statement on Schedule TO with
the Securities and Exchange Commission (the “SEC”), and EMS
Technologies, Inc. (“EMS”) will file a solicitation/recommendation
statement on Schedule 14D-9 with respect to the planned tender
offer. The tender offer statement (including an offer to purchase,
a related letter of transmittal and other tender offer documents)
and the solicitation/recommendation statement will contain
important information that should be read carefully before making
any decision to tender securities in the planned tender offer.
Those materials will be made available to EMS’s stockholders at no
expense to them. In addition, all of those materials (and all other
tender offer documents filed with the SEC) will be made available
at no charge at the SEC’s website (www.sec.gov).
Other Important Information
EMS filed a definitive Proxy Statement for the 2011 Annual
Meeting of Shareholders with the SEC on March 23, 2011.
Shareholders are urged to read the Proxy Statement, as well as
other documents filed with the SEC, because they contain important
information. The definitive Proxy Statement and other documents
filed with the SEC concerning the Company are available free of
charge at the Company’s website (www.EMS-t.com) under the heading “Investor
Relations”, at the SEC’s website (www.sec.gov), or by contacting the Company at
(770) 729-6512. Shareholders should read carefully the
definitive proxy statement and WHITE proxy card before making any
voting decision.
The Company, its directors and certain of its officers and
employees are participants in a solicitation of proxies in
connection with the Company’s 2011 Annual Meeting of Shareholders.
Information with respect to the identity of these participants in
the solicitation and a description of their direct or indirect
interest in the Company, by security holdings or otherwise, is
contained in the definitive Proxy Statement filed by the Company
with the SEC on March 23, 2011.
Forward-Looking Statements
This communication includes forward-looking statements regarding
the proposed transaction that are not historical or current facts
and deal with potential future circumstances and developments.
Forward-looking statements are qualified by the inherent risk and
uncertainties surrounding future expectations generally and may
materially differ from actual future experience. Risks and
uncertainties that could affect forward-looking statements include:
unexpected costs or liabilities, the result of the review of the
proposed transaction by various regulatory agencies and any
conditions imposed in connection with the consummation of the
transaction, satisfaction of various other conditions to the
closing of the transaction contemplated by the transaction
agreement and the risks that are described from time to time in
EMS’s reports filed with the SEC, including its annual report on
Form 10-K for the year ended December 31, 2010 and its
quarterly report on Form 10-Q for the first quarter of fiscal
2011. This communication speaks only as of its date, and EMS
disclaims any duty to update the information herein.
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