FLIR Systems and ICx Technologies Announce Tender Offer Results
October 04 2010 - 6:30AM
Marketwired
FLIR Systems, Inc. (NASDAQ: FLIR) and ICx Technologies, Inc.
(NASDAQ: ICXT) announced today that, as of the expiration of FLIR's
tender offer for all the outstanding common stock of ICx,
shareholders of ICx tendered 32,683,590 shares, representing
approximately 93.4% of ICx's outstanding shares. In addition, the
depositary has advised FLIR that it has received commitments to
tender 469,704 additional shares under the guaranteed delivery
procedures described in the offer. The tender offer expired at
12:00 midnight, New York City time, on October 1, 2010 and was not
extended. According to the terms of the tender offer, all shares
that were validly tendered will be accepted for payment today. The
offer was conducted through Indicator Merger Sub, Inc., a wholly
owned subsidiary of FLIR Systems, Inc.
FLIR intends to complete the acquisition of all remaining shares
of ICx through a "short-form merger" under Delaware law, that is,
without a vote or meeting of ICx's remaining shareholders, which is
expected to occur on or about Monday, October 4, 2010. In the
merger, each of the remaining outstanding shares of ICx common
stock (other than shares owned directly or indirectly by ICx, FLIR,
Indicator Merger Sub or any of their respective subsidiaries, and
shares owned by shareholders of ICx who perfect their appraisal
rights under Delaware law) will be converted into the right to
receive $7.55 per share, in cash, without interest and less any
required withholding taxes, which is the same amount per share paid
in the tender offer. As will be described in ICx's Notice of Merger
and Appraisal Rights to be mailed by ICx after the merger, the
amount of time permitted by Delaware law to exercise appraisal
rights will be extended by 15 days to 35 days after the date of the
mailing of such notice. Following the completion of the merger,
ICx's common stock will no longer be listed on the NASDAQ Global
Market.
About FLIR Systems, Inc.
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 FLIR's web site at
www.FLIR.com.
About ICx Technologies, Inc.
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.
Company contact: Tony Trunzo FLIR Systems, Inc. (503)
498-3547 www.flir.com Company contact: Melissa Woods ICx
Technologies, Inc. (405) 296-9453 Email Contact
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