Quality Magazine

Flir Systems Announces Agreement to Acquire ICx Technologies

August 16, 2010

PORTLAND, OR-Flir Systems Inc. announced that it has entered into a definitive merger agreement pursuant to which it has agreed to acquire ICx Technologies, Inc. (Arlington, VA) for an aggregate cash purchase price of approximately $274 million. As of June 30th, ICx had a cash balance of approximately $38 million.

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.

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 detection and surveillance technologies, supported by a robust intellectual property portfolio. For the twelve months ended June 30, 2010, ICx reported revenue of approximately $168 million.

The acquisition expands FLIR's capabilities into advanced sensors for chemical, biological, radiological, nuclear, and explosives (CBNRE) detection for defense 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.

"We are pleased to announce this compelling transaction and intend to work diligently towards its consummation," commented Earl Lewis, President and CEO of Flir. "The transaction presents an attractive opportunity to add ICx's market leading CBRNE technologies to Flir's product portfolio and leverage Flir's global infrastructure to reduce costs and drive growth. We look forward to welcoming ICx's employees to Flir."

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.