Oregon
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93-0708501
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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FLIR's acquisition of the Shares was structured as a two-step transaction, with a cash tender offer by the Purchaser for the Shares at a price of $7.55 per Share in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 3, 2010, and in the related Letter of Transmittal, each as amended and supplemented from time to time, filed by FLIR and the Purchaser with the Securities and Exchange Commission on September 3, 2010 (the "Offer"), followed by the merger of the Purchaser with and into ICx (the "Merger").
The Offer expired at 12:00 midnight, New York City time, on October 1, 2010. Based upon information provided by American Stock Transfer & Trust Company, LLC, the depositary for the Offer (the "Depositary"), a total of 32,683,590 Shares were validly tendered and not validly withdrawn in the Offer, representing approximately 93.4% of the Shares outstanding. In addition, the Depositary has advised FLIR that it has received commitments to tender 469,704 additional Shares under guaranteed delivery procedures. On October 4, 2010, the Purchaser accepted for payment all Shares validly tendered and not validly withdrawn in the Offer.
On October 4, 2010, pursuant to the terms of the Merger Agreement, the Purchaser completed the Merger in accordance with the provisions of Delaware law that authorize the completion of the Merger without a vote or meeting of the stockholders of ICx. ICx was the surviving corporation in the Merger and, as a result of the Merger, has become a wholly owned subsidiary of FLIR. In the Merger, each Share (other than Shares held by ICx as treasury stock or owned, directly or indirectly, by FLIR, the Purchaser, or any of their subsidiaries, and Shares held by holders who properly exercise their appraisal rights under Delaware law) was cancelled and converted into the right to receive $7.55 per Share in cash, without interest and less any required withholding taxes.
In connection with the consummation of the Merger, an application to terminate the registration of the Shares under the Securities Exchange Act of 1934, as amended, was filed and, effective as of the close of trading on October 4, 2010, the Shares ceased to be traded on the NASDAQ Global Select Market. The foregoing summary description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Merger Agreement, a copy of which was included as Exhibit 2.1 to FLIR's Current Report on Form 8-K, filed August 20, 2010, and which is incorporated herein by reference.
The aggregate consideration paid by FLIR was approximately $268 million. FLIR funded the acquisition from available cash.
2.1 Agreement and Plan of Merger, dated as of August 16, 2010, by and among FLIR Systems, Inc., Indicator Merger Sub, Inc. and ICx Technologies, Inc. (incorporated by reference to Exhibit 2.1 to FLIR's Current Report on Form 8-K, filed August 20, 2010).
99.1 News release issued by FLIR Systems, Inc. on October 4, 2010.
FLIR Systems, Inc.
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Date: October 05, 2010
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By:
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/s/ Anthony L. Trunzo
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Anthony L. Trunzo
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Sr. Vice President, Finance and Chief Financial Officer
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Exhibit No.
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Description
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EX-99.1
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News Release issued by FLIR Systems, Inc. dated October 4, 2010.
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