Linear Enters Definitive Merger Agreement With International Electronics at $6.65 Per Share
15 5월 2007 - 11:02PM
PR Newswire (US)
PROVIDENCE, R.I., May 15 /PRNewswire-FirstCall/ -- Linear LLC
("Linear"), a wholly-owned subsidiary of Nortek, Inc. ("Nortek"),
today announced that it has signed a definitive merger agreement to
acquire International Electronics, Inc. ("IEI") (OTC:IEIB.OB)
(BULLETIN BOARD: IEIB.OB) . Under the terms of the agreement, which
has been unanimously approved by IEI's Board of Directors, Linear
will commence a tender offer to acquire all of the outstanding
shares of IEI common stock at a price of $6.65 per share in cash.
The offer will commence on or before May 29, 2007, and will expire
at midnight on the 20th business day following and including the
commencement date, unless extended in accordance with the terms of
the merger agreement and the applicable rules and regulations of
the Securities and Exchange Commission (SEC). Following completion
of the tender offer in which 66 2/3% of IEI's outstanding shares
(determined on a fully-diluted basis) are tendered, Linear has
committed to complete a second-step merger in which all remaining
shares of IEI common stock will be converted into the right to
receive the same price paid per share in the tender offer. IEI's
Board of Directors has unanimously recommended that shareholders
tender their shares into the Linear offer. The per share price
represents a premium of more than 66% over the price in the current
unsolicited tender offer by a subsidiary of RISCO, Ltd. and a
premium of approximately 64% over yesterday's closing price of IEI
shares. In addition, the Linear tender offer price represents a
premium of approximately 123% over IEI's closing share price on
March 5, 2007, the last trading day before RISCO announced its
tender offer for shares of IEI common stock. Grant Rummell,
Chairman of Linear, said, "We are pleased to have negotiated an
agreement with IEI that will make it a part of the Linear family of
companies and allow us to better serve the needs of our customers.
We look forward to completing this transaction promptly." "We are
very pleased to have been able to reach this agreement with Linear
which has a long history as a leader in the security industry. We
are excited to join the Linear and Nortek family," said IEI's CEO,
John Waldstein. Waldstein continued, "The value created by this
transaction is a reflection of the hard work and dedication of our
employees, who have continued to execute on our strategic plans,
consistently provided our customers with trusted products and a
clear commitment to excellence in service and support. We are proud
to have created a leading electronic access control company and
with Linear's support, IEI will continue to build on the strong
platform that has been created, moving vigorously forward in the
security industry marketplace." The tender offer is subject to
there being tendered and not validly withdrawn shares of IEI common
stock that, considered together with all other shares of IEI common
stock owned by Linear and its affiliates, represent at least 66
2/3% of IEI's outstanding shares of common stock (determined on a
fully-diluted basis) and to other customary closing conditions. The
transaction is not subject to any financing condition. Shasta
Partners, LLC is financial advisor to IEI. D.F. King and Co. Inc.
will serve as information agent to Linear for the tender offer and
any questions related to the offer to purchase and related
materials with respect to the tender offer may be directed to D.F.
King and Co. Inc. at 1-800-431-9645. "Safe Harbor" Statement under
the Private Securities Litigation Reform Act of 1995 Statements in
this press release referring to the expected future plans and
performance of IEI are forward-looking statements. Actual future
results may differ materially from such statements. Factors that
could affect future performance include, but are not limited to:
the consummation or failure to consummate any business combination,
including the merger with Linear; the loss of one of IEI's large
customers or the cancellation or deferral of purchases of IEI's
products; the loss of one of IEI's distribution partners or the
failure of the partner to devote adequate resources to the sale of
our products; changes in general economic conditions; limitations
imposed by IEI's limited financial resources; IEI's dependence on
certain key employees; any failure by IEI to successfully select,
develop, manufacture and market new products or enhance its
existing products; fluctuations in IEI's sales and operating
results; IEI's ability to successfully compete; the expense
resulting to IEI from future investments and acquisitions and IEI's
ability to integrate acquired products, technologies or businesses;
IEI's ability to protect its intellectual property rights; the
reliability of offshore production undertaken by IEI; IEI's
dependence upon sole source suppliers for certain key components;
the risks associated with international sales; and the limited
market for IEI's common stock and the volatility of its share
price. About International Electronics, Inc. International
Electronics, Inc. (IEI), an ISO9001:2000 certified manufacturer,
designs, manufactures, markets and sells electronic access control
equipment and browser-managed security platforms used in
residential and commercial security systems and wireless access
control and fleet management systems for industrial mobile asset
applications. IEI's products include its Door-Gard(TM) and Secured
Series(TM) access control lines, its LS line of integrated battery
operated door locks, its eMerge(TM) browser-managed access and
security management products and its line of PowerKey(TM)
industrial access control and fleet management products. IEI
markets its security management and access control products to
leading distribution and electronic security installation
companies, and its PowerKey(TM) products directly to material
handling equipment users worldwide. For more information about IEI,
visit http://www.ieib.com/. About Linear LLC Linear LLC, a
wholly-owned subsidiary of Nortek, Inc., is a pioneer in engineered
radio frequency (RF) products and is a major supplier of wireless
residential security systems, intercoms, garage door operators,
gate operators, access controls, short and long range radio remote
controls, medical/emergency reporting systems, home audio, video,
voice, and data distribution products, central vacuum systems and
structured wiring. Additional Information and Where to Find It THIS
PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN
OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES.
THE SOLICITATION AND THE OFFER TO BUY INTERNATIONAL ELECTRONICS,
INC. COMMON STOCK IS ONLY BEING MADE PURSUANT TO AN OFFER TO
PURCHASE AND RELATED MATERIALS THAT LINEAR LLC WILL FILE WITH THE
SECURITIES AND EXCHANGE COMMISSION. IEI STOCKHOLDERS SHOULD READ
THESE MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER.
STOCKHOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO PURCHASE AND
RELATED MATERIALS WITH THE RESPECT TO THE TENDER OFFER FREE OF
CHARGE AT THE SEC'S WEBSITE AT http://www.sec.gov/ OR FROM LINEAR
LLC BY CONTACTING D.F. KING AND CO. INC. TOLL-FREE AT 1-800-
431-9645. In connection with the Linear tender offer, IEI expects
to file a solicitation/recommendation statement with the SEC. In
connection with the proposed merger with Linear, IEI expects to
file a proxy statement with the SEC, if required by law. In
connection with the unsolicited tender offer by RISCO, IEI filed a
solicitation/recommendation statement on Schedule 14D-9 with the
SEC on March 16, 2007, and has subsequently filed amendments
thereto. On April 27, 2007, IEI both filed a definitive proxy
statement with the SEC and mailed the proxy statement to its
shareholders, which proxy statement in part relates to the tender
offer commenced by RISCO. IEI advises its shareholders to read all
of these documents, including any amendments thereto, because they
contain or, when filed, will contain additional information about
the tender offer, the proposed merger and the unsolicited tender
offer by RISCO. Shareholders may obtain a free copy of these
documents, and any amendments thereto, on the SEC's web site at
http://www.sec.gov/, on IEI's web site at http://www.ieib.com/, or
by contacting IEI's information agent, Morrow & Co., Inc. at
1-203-658-9400. CONTACT: Richard L. Bready, Chairman and CEO or
Edward J. Cooney, Vice President and Treasurer, of Nortek, Inc.,
401-751-1600 DATASOURCE: Linear LLC; Nortek, Inc. CONTACT: Richard
L. Bready, Chairman and CEO or Edward J. Cooney, Vice President and
Treasurer, of Nortek, Inc., 401-751-1600 Web site:
http://www.nortek-inc.com/ http://www.ieib.com/
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