ICx Technologies, a developer of advanced sensor technologies for homeland security, force protection and commercial applications, has entered into a definitive merger agreement with FLIR Systems, under which ICx would be acquired through a cash tender offer, followed by a merger with a subsidiary of FLIR, for a price of US$7.55 per share in cash. FLIR is a vendor for 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 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 percent of ICx's 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 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 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 has provided legal advice to ICx.