RAE Systems Inc. Announces Amended Merger Agreement With Vector Capital Increasing Price to $1.88 per Share in Cash, and New Dat
April 03 2011 - 9:48PM
Marketwired
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 an amendment to
its merger agreement with an affiliate of Vector Capital ("Vector")
under which the acquirer has increased the price per share to be
paid to our unaffiliated stockholders to $1.88 per share, an
approximately 7.4% increase from the $1.75 per share previously
provided. The amended merger agreement was unanimously approved by
the Special Committee of the Board of Directors of RAE. The terms
of the merger agreement remain unchanged, except that the
termination fee payable upon termination of the Vector merger
agreement in connection with a superior offer has been increased
correspondingly from $3.71 million to $4.01 million.
Vector Capital proposed an initial form of the amendment (at a
lower price) on April 2, 2011, following a definitive proposal
submitted earlier that day by Battery Ventures and another private
equity firm to acquire the Company for $1.90 per share. Under the
definitive Battery Ventures proposal, we would have been required
to issue to the purchaser an option to acquire 19.9% of our common
stock concurrently with execution of a merger agreement. In
determining that this Battery Ventures proposal did not constitute
a "superior offer" as compared to the improved amended agreement
with the affiliate of Vector Capital that the Special Committee
negotiated on April 2 and April 3, the Special Committee took into
account the delay in achieving completion of the sale of the
Company that would be associated with the Battery Ventures
proposal, which would require that the Company circulate a new
proxy statement and convene a new stockholders' meeting (which the
Special Committee believed would likely then occur in June 2011),
and the legal uncertainties related to the structure of the Battery
Ventures proposal.
In order to allow time for the Company's stockholders to
evaluate these developments, it is anticipated that the Special
Meeting of Stockholders, previously scheduled for April 7, 2011,
will instead be held at 10:00 am Pacific time on April 14,
2011.
The transaction is subject to customary closing conditions,
including the approval of RAE's stockholders. There is no financing
condition to the transaction.
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.
Additional Information About the Transaction
and Where You Can Find It
In connection with the proposed merger with an affiliate of
Vector Capital, RAE Systems Inc. filed a definitive proxy statement
with the Securities and Exchange Commission (the "SEC") on March 9,
2011, (the "Proxy Statement"), and supplements to the proxy
statement on March 16, 2011 and March 28, 2011. Stockholders are
strongly advised to read the proxy statement and these supplements
because they contain important information about the proposed
transaction. Investors and stockholders may obtain a free copy of
the proxy statement, supplements and other documents filed by RAE
Systems at the SEC's web site at http://www.sec.gov. The proxy
statement, supplements 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 the proxy statement relating to the proposed merger,
which is available free of charge at the SEC's website at
http://www.sec.gov and from RAE Systems Inc., c/o Investor
Relations, 3775.
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.
Company Contact: Investor Relations 408-952-8449
investorrelations@raesystems.com IR Agency Contact: Becky
Herrick 415-433-3777 bherrick@lhai.com
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