The Law Office of Robbins Umeda LLP Announces an Investigation of the Tender Offer by FLIR Systems, Inc. to Acquire ICx Techn...
August 16 2010 - 5:05PM
Business Wire
Robbins Umeda LLP has commenced an investigation into possible
breaches of fiduciary duty and other violations of state law by
members of the Board of Directors of ICx Technologies, Inc. ("ICx"
or the "Company") (NASDAQ: ICXT) in connection with their efforts
to sell ICx to a subsidiary of FLIR Systems, Inc. ("FLIR") (NASDAQ:
FLIR). Under the terms of the announced tender offer, ICx
shareholders will receive $7.55 in cash for each share of ICx they
own if the tender offer is completed. Additionally, if the tender
offer is completed, a subsidiary of FLIR will acquire any ICx
shares not purchased in the tender offer in a second-step merger at
the same price of $7.55 per share. The transaction is expected to
close in the fourth quarter of 2010.
Robbins Umeda LLP's investigation concerns whether the Board of
Directors of ICx undertook a fair process to obtain fair
consideration for all shareholders of ICx. Specifically, our
investigation concerns whether the Company's Board of Directors
breached their fiduciary duties to ICx shareholders by failing to
adequately shop the Company before entering into the transaction
with the subsidiary of FLIR. The proposed consideration represents
a premium of less than 12% to the Company's closing stock price the
day prior to the announcement. Further, earlier this year, the
Company's stock traded as high as $9.52 per share. At least one
analyst has set a price target for ICx of $10.00 per share, $2.45
higher than the value of FLIR's subsidiary's offer.
If you are a shareholder of ICx, plan to continue to hold your
shares, and would like more information about your rights as a
shareholder, please contact attorney Gregory E. Del Gaizo at
800-350-6003 or by e-mail at info@robbinsumeda.com.
Robbins Umeda LLP is a California-based law firm with
significant experience representing investors in merger-related
shareholder class actions, shareholder derivative actions, and
securities fraud class actions. For more information about the
firm, please go to http://www.robbinsumeda.com.
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