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If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
In accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 16, 2010, by and among FLIR Systems, Inc., an Oregon corporation ("Parent"), Indicator Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the "Purchaser") and ICx Technologies, Inc., a Delaware corporation ("ICx"), on September 3, 2010, the Purchaser commenced a cash tender offer (the "Offer") to purchase all of the outstanding shares of common stock, par value $0.001 per share, of ICx (the "Shares") at a price of $7.55 per Share, 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, included as exhibits to the Tender Offer Statement on Schedule TO filed by Parent and the Purchaser on such date with the Securities and Exchange Commission. |
(2) |
The Offer expired at 12:00 midnight, New York City time, on October 1, 2010. An aggregate of 32,683,590 Shares were validly tendered and not validly withdrawn immediately prior to the expiration of the Offer, representing approximately 93.4% of the Shares outstanding as of October 1, 2010. On October 4, 2010, the Purchaser accepted for payment all validly tendered and not validly withdrawn Shares. At this time on October 4, 2010, Purchaser beneficially owned, and Parent, through Purchaser, indirectly owned, 32,683,590 Shares. |
(3) |
Following the Purchaser's acceptance for payment of all validly tendered and not validly withdrawn Shares, on October 4, 2010, pursuant to the terms of the Merger Agreement, the Purchaser merged with and into ICx (the "Merger") and each Share of ICx (other than (i) Shares owned, directly or indirectly, by the Purchaser or Parent or any of their respective subsidiaries or by ICx as treasury stock, which were cancelled and ceased to exist and (ii) Shares owned by ICx stockholders who perfect appraisal rights under Delaware law) was automatically converted into the right to receive $7.55 in cash, without interest and less any required withholding taxes. As a result of the Merger, Parent acquired beneficial ownership of 34,995,451 Shares, representing 100% of the Shares. |