The acquisition expands Flir's capabilities into advanced sensors for chemical, biological, radiological, nuclear and explosives detection for the defense and homeland security markets, the company said.
Under terms of the agreement, a Flir subsidiary will initiate a cash tender offer to buy all outstanding shares of ICx for $7.55 per share and will acquire shares not purchased in the tender offer in a second-step merger at the same price per share. The Flir and ICx boards have approved the merger agreement, and ICx's largest shareholder, Wexford Capital LP, also supports the deal.
Upon closing, ICx's operations will be integrated into Flir's Government Systems Div. ICx, which is based in Arlington, Va., reported revenue of approximately $168 million for the 12 months ended June 30, 2010, and had a cash balance of approximately $38 million at that time.
In addition to advanced sensors, the acquisition also enhances Flir's existing intelligence surveillance and reconnaissance product suite through the addition of ICx's advanced radars and integrated platforms, Flir said.
The transaction is expected to close in the fourth quarter 2010 and is subject to customary closing conditions. Flir said it expects to fund the purchase price from available cash resources and anticipates that the transaction will be neutral to 2010 earnings, excluding transaction costs and one-time charges, and accretive in subsequent years.