FLIR Systems, Inc. (NASDAQ: FLIR) announced today that it has
entered into a definitive merger agreement pursuant to which it has
agreed to acquire ICx Technologies, Inc. (NASDAQ: ICXT) for an
aggregate cash purchase price of approximately $274 million. As of
June 30th, ICx had a cash balance of approximately $38 million.
Under the terms of the merger agreement, a subsidiary of FLIR
will commence a cash tender offer to purchase all of the
outstanding shares of ICx common stock for $7.55 per share in cash
and will acquire any ICx shares not purchased in the tender offer
in a second-step merger at the same price per share paid in the
tender offer. The tender offer is conditioned on the tender of at
least a majority of the outstanding shares of ICx common stock,
calculated on a fully diluted basis, and other customary closing
conditions. 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 the ICx Board of Directors' continued recommendation of
the transaction. The boards of directors of FLIR and ICx have
approved the merger agreement.
ICx is a leading provider of integrated advanced sensing
technologies for homeland security, force protection and critical
infrastructure applications. ICx has established a technology
leadership position across a wide spectrum of detection and
surveillance technologies, supported by a robust intellectual
property portfolio. For the twelve months ended June 30, 2010, ICx
reported revenue of approximately $168 million.
The acquisition expands FLIR's capabilities into advanced
sensors for chemical, biological, radiological, nuclear, and
explosives (CBNRE) detection for defense and homeland security
markets. The acquisition also enhances FLIR's existing intelligence
surveillance and reconnaissance product suite through the addition
of ICx's advanced radars and integrated platforms. Upon closing of
the transaction, ICx's operations will be integrated into FLIR's
Government Systems Division.
"We are pleased to announce this compelling transaction and
intend to work diligently towards its consummation," commented Earl
Lewis, President and CEO of FLIR. "The transaction presents an
attractive opportunity to add ICx's market leading CBRNE
technologies to FLIR's product portfolio and leverage FLIR's global
infrastructure to reduce costs and drive growth. We look forward to
welcoming ICx's employees to FLIR."
The transaction is expected to close in the fourth quarter 2010
subject to customary closing conditions, including expiration of
the applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act. FLIR expects to fund the purchase price from
available cash resources and anticipates that this transaction will
be neutral to 2010 earnings, excluding transaction costs and
one-time charges, and accretive in subsequent years.
Conference Call FLIR has scheduled a
conference call at 9:00 am ET today. A simultaneous webcast will be
available from the Investor Relations link at www.FLIR.com. A
replay will be available after 11:00 am ET at this same internet
address. For a telephone replay, dial (800) 642-1687, Conference ID
94898366 after 11:00 am ET.
About FLIR Systems 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.
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. Its 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.
Forward-Looking Statements This press
release contains forward looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Such
statements include, but are not limited to, the statements by Earl
Lewis and the statements regarding the expansion of FLIR's
capabilities, the ability to reduce costs and drive growth, and the
expectation that the transaction will be neutral to 2010 earnings
and accretive in subsequent years. Such statements are based on
current expectations, estimates and projections about the Company's
and ICx's business based, in part, on assumptions made by
management. These statements 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: 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 (the "Offer") described in this press release for all
of the outstanding shares of common stock of ICx has not yet
commenced. FLIR and its wholly-owned subsidiary Indicator Merger
Sub, Inc. ("Indicator Merger Sub") intend to file a Tender Offer
Statement on Schedule TO (including an Offer to Purchase, Letter of
Transmittal and related tender offer documents, the "Tender Offer
Documents") with the Securities and Exchange Commission (the
"SEC"). 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, nor is it a
substitute for the Tender Offer Documents. Investors and ICx stockholders are strongly advised to read
the Tender Offer Documents, the related Solicitation/Recommendation
Statement on Schedule 14D-9 that will be filed by ICx with the SEC,
and other relevant materials when they become available, as they
will contain important information.
Investors and ICx stockholders can obtain copies of these
materials (and all other related documents filed with the SEC) when
available, at no charge on the SEC's website at www.sec.gov. Copies
can also be obtained at no charge by directing a request to
Indicator Merger Sub at FLIR Systems, Inc., 27700 SW Parkway
Avenue, Wilsonville, Oregon 97070. Investors and ICx stockholders
may also read and copy any reports, statements and other
information filed by FLIR, Indicator Merger Sub or ICx with the
SEC, at the SEC public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or
visit the SEC's website for further information on its public
reference room.
Company Contact: Tony Trunzo +1 503.498.3547
www.flir.com
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