|[December 10, 2012]
Intermec To Be Acquired by Honeywell for $600 Million
EVERETT, Wash. --(Business Wire)--
Intermec (News - Alert), Inc. (NYSE:IN), a leading provider of data capture and
information management solutions, today announced a definitive agreement
under which Honeywell International Inc. (NYSE:HON), a diversified
technology and manufacturing leader, will acquire Intermec for $10.00
per share in an all-cash transaction valued at approximately $600
million, net of cash and debt acquired. Businesses around the world
increasingly require more robust asset tracking and data capture
applications and the combined entity will be a technology and
information management solutions leader in the Auto Identification and
Data Capture (AIDC) industry.
"We are pleased that Honeywell (News - Alert) recognizes and values the capabilities as
well as the strategic potential of our business," said Allen J. Lauer,
Intermec Chairman and Interim CEO. "Our Board conducted a thoughtful and
comprehensive strategic review of Intermec's business with the goal of
determining the best possible overall outcome for our stakeholders. The
agreement with Honeywell not only maximizes value for our stockholders,
it combines our history of innovation and engineering expertise, global
reach and leading products and solutions with the significant global
scale and resources of Honeywell."
Under the terms of the agreement, which has been approved by both
companies' Boards of Directors, Honeywell will acquire all of the
outstanding common shares of Intermec for $10.00 per share in cash. The
transaction represents a 48% premium to Intermec's closing stock price
on November 1, 2012, the last trading day prior to Intermec announcing
it had retained BofA Merrill Lynch. The transaction, which is subject to
the approval of Intermec stockholders, regulatory approvals and
customary closing terms and conditions, is expected to close by the end
of the second quarter 2013.
In light of today's announcement, the Company is suspending its
previously announced search for a permanent Chief Executive Officer.
BofA Merrill Lynch is serving as exclusive financial advisor, and
Perkins Coie LLP is serving as legal counsel, to Intermec.
Intermec Inc. (NYSE:IN) is the workflow performance company. We design
the leading data capture and information management solutions at the
interface between mobile workers, assets, and customers. Fo more
information about Intermec, visit www.intermec.com
or call 425-348-2600.
Important Additional Information about the Merger Transaction
Intermec plans to file with the Securities and Exchange Commission
("SEC (News - Alert)") and mail to its stockholders a proxy statement in connection
with the merger transaction. This press release does not constitute a
solicitation of any vote or approval. The proxy statement and other
documents to be filed with the SEC related to the merger transaction
will contain important information about Honeywell, Intermec, the merger
transaction and related matters. Investors are urged to carefully read
the proxy statement and other documents to be filed with the SEC in
connection with the merger or incorporated by reference into the proxy
statement, when available. Investors and security holders will be able
to obtain free copies of the proxy statement and other documents filed
with the SEC by Intermec through the website maintained by the SEC at www.sec.gov
or by contacting Intermec at (425) 348-2600. In addition, investors and
security holders will be able to obtain free copies of the documents
filed with the SEC on Intermec's website at www.intermec.com.
(Which website is not incorporated herein by reference).
Intermec and its directors and officers and certain other members of
management and employees may be deemed to be participants in the
solicitation of proxies from its stockholders in connection with the
merger transaction. Information regarding these persons who may, under
the rules of the SEC, be considered participants in the solicitation of
Intermec's stockholders in connection with the proposed merger
transaction will be set forth in the proxy statement described above
when it is filed with the SEC. Additional information regarding
Intermec's executive officers and directors including stockholdings is
included in Intermec's definitive proxy statement for 2012, which was
filed with the SEC on April 12, 2012. You can obtain free copies of this
document from Intermec using the contact information above.
Statements made in this press release and related statements that
express Intermec's or our management's intentions, hopes, indications,
beliefs, expectations, or predictions of the future, constitute
forward-looking statements as defined by the Private Securities
Litigation Reform Act of 1995, and relate to matters that are not
historical facts. These statements include those regarding the closing
of the merger transaction, the expected timing of the merger transaction
and the potential effects of the merger transaction, including if it
does not close.
These statements are not guarantees of future performance or events and
are subject to risks, uncertainties and assumptions that could cause
actual results or events to vary materially from those indicated in this
press release, including: the ability to obtain regulatory approvals of
the merger transaction on the proposed terms and schedule; the failure
of Intermec's stockholders to approve the merger transaction; disruption
to our business, including customer, employee and supplier relationships
resulting from the merger transaction; the effect of the merger
transaction on pricing, spending, third-party relationships and
revenues; and other factors described in Intermec's reports filed with
the SEC, including our annual report for the year ended December 31,
2011 and subsequent quarterly reports, filed with the SEC, which risks
and uncertainties are incorporated herein by reference. You are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this press release.
Except to the extent required by law, Intermec disclaims any obligation
to update any forward-looking statements after the distribution of this
press release, whether as a result of new information, future events,
changes in assumptions, or otherwise.
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