Helicopters Magazine

FLIR acquires ICx Technologies

October 5, 2010  By Carey Fredericks

Oct. 5, 2010, Portland, Ore. - FLIR Systems, Inc. announced today that it has successfully completed its previously announced acquisition of ICx Technologies, Inc. for $7.55 per share, representing an aggregate purchase price of $268 million, or an enterprise value of $232 million including ICx’s closing cash balance.

On August 16, 2010, FLIR announced it had entered into a definitive
agreement to acquire ICx through a tender offer and subject to certain
conditions. The acquisition was completed via a tender offer by a FLIR
subsidiary for all of the outstanding shares of ICx followed by the
merger of that purchasing subsidiary with ICx, as a result of which ICx
became a wholly-owned subsidiary of FLIR.

The tender offer expired at 12:00 midnight, New York City time, on
Friday, October 1, 2010, with 32,683,590 million shares, representing
approximately 93.4 percent of ICx’s outstanding shares, validly tendered
and not validly withdrawn in the offer FLIR accepted for payment all
validly tendered shares and thereafter completed the acquisition.

ICx is a leading provider of integrated advanced sensing technologies
for homeland security, force protection and critical infrastructure
applications. ICx has established a technology leadership position
across a wide spectrum of CBRNE (chemical, biological, radiological,
nuclear and explosives) detection and surveillance technologies,
supported by a robust intellectual property portfolio.

“The acquisition of ICx represents an opportunity to expand our business
into several attractive adjacent technologies, products, and markets.
We believe ICx is a leader in emerging CBRNE sensor technologies and
that this business will create substantial value for our shareholders,”
said Earl R. Lewis, President and CEO of FLIR. “We are excited to add
ICx to the global infrastructure of FLIR’s Government Systems Division
and we are delighted to welcome ICx employees to FLIR.”



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