ICx Technologies Agrees to be Acquired by FLIR SystemsAugust 17, 2010
Under the definitive merger agreement, FLIR will acquire ICx for $7.55 per share in cash.
ARLINGTON, VA --(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 Web site.
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.
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