RAE® Systems Inc. (NYSE Amex: RAE) ("RAE" or "the Company"), a
leader in delivering innovative sensor solutions to serve
industrial, energy, environmental, and government safety markets
worldwide, today announced that it has entered into a definitive
merger agreement with affiliates of Vector Capital ("Vector") under
which an affiliate of Vector will acquire the outstanding shares of
RAE common stock for $1.75 per share in cash (the "Vector
Agreement"). A special committee of the RAE Systems Board of
Directors, and the disinterested members of the board, have
unanimously approved the Vector Agreement and recommend RAE
Systems' stockholders approve the transaction.
RAE also announced that, concurrent with entering into the
Vector Agreement, RAE terminated its previously announced merger
agreement with affiliates of Battery Ventures (the "Prior
Agreement") under the terms of the Prior Agreement, and paid a
termination fee of $3.39 million to affiliates of Battery
Ventures.
"We are pleased to partner with Vector, a leading technology
investment firm that can add significant value to our customers and
partners as well as provide additional value to our stockholders as
a result of this merger agreement," said Robert Chen RAE Systems
president and chief executive officer. "Vector shares RAE's vision
to develop and market advanced intelligent, connected, wireless gas
and radiation detection solutions. We believe this shared vision
coupled with Vector's technology expertise and financial resources
will enable RAE to continue to provide superior products and
service to its customers worldwide."
David Fishman, a Partner at Vector Capital, added, "Vector is
extremely excited to partner with RAE's talented team to continue
to build on the company's 20 year heritage of developing highly
differentiated chemical detection systems. We believe our support,
combined with RAE's product strategy, employee talent and strong
customer relationships will enable RAE to further define itself as
a leading player in the mission critical industrial safety and
security markets."
The transaction is subject to customary closing conditions,
including the approval of RAE's stockholders. There is no financing
condition to the transaction. RAE will file a proxy statement with
the Securities and Exchange Commission with respect to the Vector
transaction, and a shareholder meeting will be held following the
SEC's review. RAE expects the merger to be completed in the second
quarter of fiscal 2011.
A portion of the shares of RAE common stock beneficially owned
by Mr. Chen and all of the shares beneficially owned by Peter Hsi,
our chief executive officer and chief technology officer and our
co-founders, will be exchanged for stock of the acquiring entity
rather than cash in the merger so that they will continue to be
stockholders following the transaction.
UBS Investment Bank is acting as financial advisor to the
Special Committee of the Board of Directors of RAE, and Fenwick
& West LLP is acting as RAE's legal advisor. Shearman &
Sterling LLP is acting as Vector's legal advisor.
About Vector
Vector Capital is a leading global private equity firm
specializing in spinouts, buyouts and recapitalizations of
established technology businesses. Vector identifies and pursues
these complex investments in both the private and public markets.
Vector actively partners with management teams to devise and
execute new financial and business strategies that materially
improve the competitive standing of these businesses and enhance
their value for employees, customers and shareholders. Among
Vector's notable investments are Aladdin Knowledge Systems,
Certara, Corel, LANDesk, Precise Software, Printronix,
Register.com, SafeNet, Savi Technology, Trafficmaster, WatchGuard
Technologies, and WinZip. For more information, visit
www.vectorcapital.com.
About RAE Systems
RAE Systems is a leading global provider of rapidly deployable
connected, intelligent gas detection systems that enable real-time
safety and security threat detection. RAE Systems products are used
in more than 95 countries by many of the world's leading
corporations and government agencies.
RAE Systems offers a full line of wirelessly enabled solutions
including personal, hand-held, transportable, and fixed instruments
designed to meet the needs of any usage scenario. Applications
include energy production, refining, industrial and environmental
safety, public venue safety, and government first responder
markets.
For more information about RAE Systems, please visit
raesystems.com.
Safe Harbor Statement
This press release may contain "forward-looking" statements, as
that term is used in Section 21E of the Securities Exchange Act of
1934. Forward-looking statements include, without limitation:
expressions of "belief," "anticipation," or "expectations" of
management; statements as to industry trends or future results of
operations of RAE Systems and its subsidiaries; and other
statements that are not historical fact. These types of statements
address matters that are subject to risks and uncertainties, which
could cause actual results to differ materially. Factors that could
cause or contribute to such differences include, but are not
limited to, failure to consummate the recently-announced
divestiture of RAE Systems' interest in its Fushun joint venture,
the general economic and industry factors and receptiveness of the
market to RAE Systems and its products. In addition, our
forward-looking statements should be considered in the context of
other risk factors discussed in our filings with the Securities and
Exchange Commission, including but not limited to our annual report
on Form 10-K and Form 10-Q filings, available online at
http://www.sec.gov. All forward-looking statements are based on
information available to the company on the date hereof, and the
company assumes no obligation to update such statements.
Additional Information About the Transaction
and Where You Can Find It
In connection with the transaction, RAE Systems will file a
proxy statement with the SEC for RAE Systems' special stockholder
meeting and stockholders are strongly advised to read the proxy
statement when it becomes available because it will contain
important information about the proposed transaction. Investors and
stockholders may obtain a free copy of the proxy statement (when
available) and other documents filed by RAE Systems at the SEC's
web site at http://www.sec.gov. The proxy statement (when
available) and other relevant documents may also be obtained for
free from RAE Systems by directing a request to RAE Systems, Inc.,
c/o Investor Relations, 3775 North First Street, San Jose,
California 95134, telephone: 408-952-8200.
RAE Systems and its directors, executive officers and certain
other members of its management and employees may be deemed to be
participants in the solicitation of proxies from its stockholders
in connection with the proposed transaction. Certain information
regarding the interests of such directors and executive officers is
included in RAE Systems' Proxy Statement for its 2010 Annual
Meeting of Stockholders filed with the SEC on April 23, 2010, and
information concerning all of the participants in the solicitation
will be included in the proxy statement relating to the proposed
transaction when it becomes available. Each of these documents is,
or will be, available free of charge at the SEC's website at
http://www.sec.gov and from RAE Systems, Inc., c/o Investor
Relations, 3775 North First Street, San Jose, California 95134,
telephone: 408-952-8200.
Add to Digg Bookmark with del.icio.us Add to Newsvine
Company Contact: Investor Relations 408-952-8449
investorrelations@raesystems.com IR Agency Contact: Becky
Herrick 415-433-3777 bherrick@lhai.com
Rae (AMEX:RAE)
Gráfica de Acción Histórica
De Ago 2024 a Sep 2024
Rae (AMEX:RAE)
Gráfica de Acción Histórica
De Sep 2023 a Sep 2024