ICx Technologies Agrees to be Acquired by FLIR Systems for $7.55 Per Share in Cash
August 16 2010 - 7:42AM
Business Wire
ICx Technologies, Inc. (Nasdaq GM:ICXT), a developer of advanced
sensor technologies for homeland security, force protection and
commercial applications, has entered into a definitive merger
agreement with FLIR Systems, Inc. (Nasdaq:FLIR) pursuant to which
ICx would be acquired through a cash tender offer, followed by a
merger with a subsidiary of FLIR, for a price of $7.55 per share in
cash. FLIR is a leader in the design, manufacturing, and marketing
of thermal imaging and stabilized camera systems for a wide variety
of thermography and imaging applications. ICx anticipates that the
transaction could be completed in the fourth quarter of 2010.
ICx’s Board of Directors has unanimously approved the merger
agreement and the transactions contemplated by the merger
agreement, and has resolved to recommend that ICx’s stockholders
tender their shares in connection with the tender offer. In
addition, certain affiliates of Wexford Capital LP have agreed to
tender approximately 62% of ICx’s outstanding shares in the tender
offer, subject to the ICx Board of Directors' continued
recommendation of the transaction. The closing of the tender offer
is subject to certain customary conditions, including the tender of
at least a majority of ICx’s shares outstanding on a fully diluted
basis and antitrust clearance. The merger agreement contemplates
that the merger would be completed shortly following completion of
the tender offer if a "short form" merger is available under
Delaware law. If a short form merger is not available, then the
merger would be completed after approval of the merger at a
stockholders' meeting, which would held as soon as reasonably
permissible under Delaware law and applicable rules and regulations
of the Securities and Exchange Commission.
Subject to compliance with the merger agreement, ICx would be
permitted to consider unsolicited acquisition proposals and to
terminate the merger agreement to accept a superior proposal
following an opportunity given to FLIR to offer to improve the
terms of its proposed acquisition and upon payment of a breakup fee
to FLIR of $8.2 million.
In the near future, a copy of the merger agreement and the
related transaction agreements will be filed with the SEC as
exhibits to a Current Report on a Form 8-K.
In connection with the transaction, Stone Key Partners LLC has
acted as ICx's exclusive financial advisor and has rendered a
fairness opinion to the ICx Board of Directors. Skadden, Arps,
Slate, Meagher & Flom LLP has provided legal advice to ICx.
Important Information about the Tender Offer
The tender offer described in this release has not yet
commenced, and this release is neither an offer to purchase nor a
solicitation of an offer to sell securities. At the time the tender
offer is commenced, FLIR will file a tender offer statement with
the U.S. Securities and Exchange Commission (the "SEC"). Investors
and ICx stockholders are strongly advised to read the tender offer
statement (including an offer to purchase, letter of transmittal
and related tender offer documents) and the related
solicitation/recommendation statement 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 or from the information agent that FLIR selects. In
addition, copies of the solicitation/recommendation statement, the
proxy statement and other filings containing information about ICx,
the tender offer and the merger may be obtained, if and when
available, without charge, by directing a request to ICx
Technologies, Inc., Attn: James Luby, 2100 Crystal Drive, Suite
650, Arlington, VA 22202, or on ICx’s corporate website at
www.icxt.com.
About ICx® Technologies
ICx Technologies is a leader in the development and integration
of advanced sensor technologies for homeland security, force
protection and commercial applications. Our proprietary sensors
detect and identify chemical, biological, radiological, nuclear and
explosive threats, and deliver superior awareness and actionable
intelligence for wide-area surveillance, intrusion detection and
facility security. We then leverage our unparalleled technical
expertise and government funding to address other emerging
challenges of our time, ranging from a cleaner environment and
alternative energy to life science.
Safe-Harbor Statement
All forward-looking statements contained in this release are
made within the meaning of and pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are all statements other than statements
of historical facts, including but not limited to statements
concerning the plans, intentions, expectations, projections, hopes,
beliefs, objectives, goals and strategies of management.
Forward-looking statements are not guarantees of future performance
or events and are subject to a number of known and unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed, projected or implied by
such forward-looking statements. Important risks, uncertainties and
other factors include, but are not limited to, the satisfaction of
closing conditions for the transaction, including those noted
above; the possibility that the transaction will not be completed;
demand for the Company's products and services; the ability of ICx
to successfully develop and expand its products, services,
technologies and markets; the ability of ICx to effectively
assimilate acquired businesses and achieve the anticipated benefits
of its acquisitions; changes in U.S. government funding levels to
purchase the Company’s products and services; the ability of ICx to
sell its products to original equipment manufacturers, prime
contractors and system integrators; seasonality; competition; the
ability of ICx to develop innovative products; the ability of ICx
to attract, retain and motivate key personnel; the ability of ICx
to secure and maintain key contracts and relationships, including
contracts with the U.S. government; general economic, market and
business conditions, uncertainties and other factors identified
from time to time in ICx's filings with the SEC. Accordingly, there
can be no assurance that the results expressed, projected or
implied by any forward-looking statements will be achieved, and
readers are cautioned not to place undue reliance on any
forward-looking statements. The forward-looking statements in this
press release speak only as of the date hereof and are based on the
current plans, goals, objectives, strategies, intentions,
expectations and assumptions of, and the information currently
available to, management. ICx assumes no duty or obligation to
update or revise any forward-looking statements for any reason,
whether as the result of changes in expectations, new information,
future events, conditions or circumstances or otherwise.
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