Robbins Umeda LLP Announces an Investigation of the Tender Offer by FLIR Systems, Inc. to Acquire ICx Technologies, Inc.
Robbins Umeda LLP has commenced an investigation into possible breaches of fiduciary duty and other violations of state law by members of the Board of Directors of ICx Technologies, Inc. (“ICx” or the “Company”) (NASDAQ: ICXT) in connection with their efforts to sell ICx to a subsidiary of FLIR Systems, Inc. (“FLIR”) (NASDAQ: FLIR). Under the terms of the announced tender offer, ICx shareholders will receive $7.55 in cash for each share of ICx they own if the tender offer is completed. Additionally, if the tender offer is completed, a subsidiary of FLIR will acquire any ICx shares not purchased in the tender offer in a second-step merger at the same price of $7.55 per share. The transaction is expected to close in the fourth quarter of 2010.
Robbins Umeda LLP’s investigation concerns whether the Board of Directors of ICx undertook a fair process to obtain fair consideration for all shareholders of ICx. Specifically, our investigation concerns whether the Company’s Board of Directors breached their fiduciary duties to ICx shareholders by failing to adequately shop the Company before entering into the transaction with the subsidiary of FLIR. The proposed consideration represents a premium of less than 12% to the Company’s closing stock price the day prior to the announcement. Further, earlier this year, the Company’s stock traded as high as $9.52 per share. At least one analyst has set a price target for ICx of $10.00 per share, $2.45 higher than the value of FLIR’s subsidiary’s offer.
If you are a shareholder of ICx, plan to continue to hold your shares, and would like more information about your rights as a shareholder, please contact attorney Gregory E. Del Gaizo at 800-350-6003 or by e-mail at email@example.com.