Portland, OR — FLIR Systems Inc. has entered into a definitive merger agreement to acquire ICx Technologies Inc.
ICx is a provider of integrated advanced sensing technologies for homeland security, force protection and critical infrastructure applications. ICx has technology in a wide spectrum of detection and surveillance technologies.
The purchase price is about $274 million. As of June 30th, 2010, ICx had a cash balance of approximately $38 million. For the twelve months ended June 30, ICx reported revenue of approximately $168 million. (All figures in US dollars.)
Under the terms of the merger agreement, a subsidiary of FLIR will commence a cash tender offer to purchase all of the outstanding shares of ICx common stock for $7.55 per share in cash and will acquire any ICx shares not purchased in the tender offer in a second-step merger at the same price per share paid in the tender offer. The tender offer is conditioned on the tender of at least a majority of the outstanding shares of ICx common stock, calculated on a fully diluted basis, and other customary closing conditions.
Wexford Capital LP and its affiliates, which together own approximately 62% of the outstanding shares of ICx common stock, have entered into a tender and support agreement whereby they have agreed to tender all of their shares in the tender offer, subject to the ICx board of directors’ continued recommendation of the transaction. The boards of directors of FLIR and ICx have approved the merger agreement.
The acquisition will expand FLIR’s capabilities into advanced sensors for chemical, biological, radiological, nuclear and explosives (CBNRE) detection for defence and homeland security markets. The acquisition also enhances FLIR’s existing intelligence surveillance and reconnaissance product suite through the addition of ICx’s advanced radars and integrated platforms. Upon closing of the transaction, ICx’s operations will be integrated into FLIR’s Government Systems Division.
The transaction is expected to close in the fourth quarter 2010 subject to customary closing conditions, including expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. FLIR expects to fund the purchase price from available cash resources and anticipates that this transaction will be neutral to 2010 earnings, excluding transaction costs and one-time charges, and accretive in subsequent years.
FLIR Systems designs, manufactures and markets 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.
For more information, visit www.FLIR.com.