Linear Initiates Subsequent Offering Period for IEI Shares
June 25 2007 - 10:12AM
PR Newswire (US)
PROVIDENCE, R.I., June 25 /PRNewswire-FirstCall/ -- Linear LLC
("Linear"), a wholly owned subsidiary of Nortek, Inc. ("Nortek"),
announced today the results of its tender offer for the outstanding
common shares of International Electronics, Inc. ("IEI")
(OTC:IEIB.OB) (BULLETIN BOARD: IEIB.OB) , which expired at 12
midnight on June 22, 2007. All validly tendered shares have been
accepted for payment in accordance with the terms of the tender
offer. Linear also announced that a subsequent offering period for
all remaining shares of IEI has been initiated. As of the
expiration date of the tender offer, approximately 1,519,480 shares
have been validly tendered and not withdrawn in the tender offer,
representing approximately 86% of the outstanding shares of IEI.
Linear, through its wholly owned subsidiary Acquisition Sub 2007-2,
Inc., has also initiated a subsequent offering period for all
remaining untendered shares of IEI. This subsequent offering period
will expire at midnight New York time on Thursday, July 12, 2007,
unless further extended. The same US$6.65 per share price offered
in the prior offering period will be paid during the subsequent
offering period. The procedures for accepting the tender offer and
tendering shares during the subsequent offering period are the same
as those described for the offer in the Offer to Purchase by
Acquisition Sub 2007-2, Inc. except that (i) the guaranteed
delivery procedures may not be used during the subsequent offering
period, and (ii) shares tendered during the subsequent offering
period may not be withdrawn. Linear expects to effect a merger of
Acquisition Sub 2007-2, Inc. with and into IEI. In the merger, all
shares of IEI, not acquired through the tender offer (other than
those as to which holders properly exercise appraisal rights), will
be cashed out at the same US$6.65 per share price, net to the
seller, without interest, that is paid in the tender offer. As a
result of the merger, IEI will become an indirect wholly owned
subsidiary of Nortek. If Acquisition Sub 2007-2, Inc. becomes the
owner of at least 90% of IEI's outstanding shares following this
subsequent offering period and the delivery of shares tendered
pursuant to guaranteed delivery procedures or otherwise, Linear
will be able to effect the merger without the need for a meeting of
IEI shareholders. Linear intends to complete the merger as soon as
practicable upon Acquisition Sub 2007-2, Inc. acquiring 90% or more
of the outstanding shares of IEI. IEI shareholders who continue to
hold their shares at the time of the merger and fulfill certain
other requirements of Massachusetts law will have appraisal rights
in connection with the merger. About International Electronics,
Inc. International Electronics, Inc. (IEI), an ISO9001:2000
certified manufacturer, that designs, manufactures, markets and
sells electronic access control equipment and browser-managed
security platforms used in residential and commercial security
systems and wireless access control and fleet management systems
for industrial mobile asset applications. IEI's products include
its Door-Gard(TM) and Secured Series(TM) access control lines, its
LS line of integrated battery operated door locks, its eMerge(TM)
browser-managed access and security management products and its
line of PowerKey(TM) industrial access control and fleet management
products. IEI markets its security management and access control
products to leading distribution and electronic security
installation companies, and its PowerKey(TM) products directly to
material handling equipment users worldwide. For more information
about IEI, visit http://www.ieib.com/. About Linear LLC Linear LLC,
a wholly-owned subsidiary of Nortek, Inc., is a pioneer in
engineered radio frequency (RF) products and is a major supplier of
wireless residential security systems, intercoms, garage door
operators, gate operators, access controls, short and long range
radio remote controls, medical/emergency reporting systems, home
audio, video, voice, and data distribution products, central vacuum
systems and structured wiring. Legal Statements This announcement
is not an offer to purchase shares or a solicitation of an offer to
sell shares. The Offer is being made solely by the Offer to
Purchase and the related Letter of Transmittal. The Offer to
Purchase dated May 25, 2007, the Letter of Transmittal and related
materials may be obtained free of charge by directing such requests
to D. F. King & Co., Inc., 48 Wall Street, 22nd Floor, New
York, NY 10005, or by calling D. F. King & Co., Inc. toll free
at (800) 431-9645. Investors and stockholders of IEI should read
the Tender Offer Statement on Schedule TO, the Offer to Purchase
and any other documents relating to the Offer that are filed with
the United States Securities and Exchange Commission ("SEC")
because they contain important information about the tender offer.
Investors and stockholders of IEI may obtain these and other
documents filed by Linear, Acquisition Sub 2007-2, Inc. and IEI for
free from the SEC's web site at http://www.sec.gov/. "Safe Harbor"
Statement under the Private Securities Litigation Reform Act of
1995 Statements in this press release referring to the expected
future plans and performance of IEI are forward-looking statements.
Actual future results may differ materially from such statements.
Factors that could affect future performance include, but are not
limited to: the consummation or failure to consummate any business
combination, including the merger with Linear; the loss of one of
IEI's large customers or the cancellation or deferral of purchases
of IEI's products; the loss of one of IEI's distribution partners
or the failure of the partner to devote adequate resources to the
sale of our products; changes in general economic conditions;
limitations imposed by IEI's limited financial resources; IEI's
dependence on certain key employees; any failure by IEI to
successfully select, develop, manufacture and market new products
or enhance its existing products; fluctuations in IEI's sales and
operating results; IEI's ability to successfully compete; the
expense resulting to IEI from future investments and acquisitions
and IEI's ability to integrate acquired products, technologies or
businesses; IEI's ability to protect its intellectual property
rights; the reliability of offshore production undertaken by IEI;
IEI's dependence upon sole source suppliers for certain key
components; the risks associated with international sales; and the
limited market for IEI's common stock and the volatility of its
share price. CONTACT: Richard L. Bready, Chairman and CEO or Edward
J. Cooney, Vice President and Treasurer, of Nortek, Inc.,
401-751-1600 DATASOURCE: Linear LLC; Nortek, Inc. CONTACT: Richard
L. Bready, Chairman and CEO or Edward J. Cooney, Vice President and
Treasurer, of Nortek, Inc., +1-401-751-1600 Web site:
http://www.nortek-inc.com/ http://www.ieib.com/
Copyright