FAIR LAWN, N.J., Nov. 15, 2010 /PRNewswire-FirstCall/ --
Henry Bros. Electronics, Inc.
(Nasdaq: HBE) announced today that its previously announced merger
agreement with Kratos Defense & Security Solutions Inc.
(Nasdaq: KTOS) ("Kratos") was amended on November 13, 2010 to increase the merger
consideration from $7.00 per share to
$8.20 per share in cash. The
amendment to the merger agreement with Kratos followed the
emergence during the go-shop process of a non-binding proposal from
a third party of $8.00 per share in
cash.
The 40-day "go-shop" period expired pursuant to the terms of merger
agreement on 11:59 p.m. New York time on November 14, 2010 and was conducted with the
assistance of HBE's financial advisor, Imperial Capital, LLC.
During the go-shop period, Imperial Capital contacted 117 potential
transaction partners at the request of and on behalf of HBE. Of the
117 parties contacted, eleven entered into confidentiality
agreements and reviewed nonpublic information regarding HBE.
As a result of the "go-shop" activities, on November 9, 2010, a third party submitted a
non-binding proposal to acquire all of the outstanding shares of
HBE common stock for $8.00 per share
in cash. Subject to the terms of HBE's merger agreement with
Kratos, HBE is permitted to continue to have negotiations and
discussions with this third party with respect to its acquisition
proposal. The third party is a large publicly traded United States based company and, based on the
third party's SEC filings and representations it has made, HBE
believes the third party has adequate cash resources to consummate
a transaction based on its proposal without financing. As the
third party has not completed due diligence to date, its proposal
is subject to, among other things, completion of due diligence
review and negotiating the terms of a definitive agreement.
HBE's Board of Directors has not withdrawn, changed or otherwise
modified its unanimous recommendation in favor of the proposed
merger with Kratos. The stockholder meeting to vote on the
proposed merger between HBE and Kratos has been scheduled to take
place on December 9, 2010.
About Henry Bros. Electronics,
Inc.
Henry Bros. Electronics (NASDAQ:
HBE) provides technology-based integrated electronic security
systems, services and emergency preparedness consultation to
commercial enterprises and government agencies. HBE has
offices in Arizona, California, Colorado, Maryland, New
Jersey, New York,
Texas and Virginia. For more information, visit
http://www.hbe-inc.com.
Important Additional Information
In connection with the proposed merger, HBE filed a definitive
proxy statement with the Securities and Exchange Commission (the
"SEC") on November 10, 2010.
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY,
AS IT CONTAINS IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD
CONSIDER BEFORE MAKING A DECISION ABOUT THE PROPOSED MERGER. A
definitive proxy statement has been sent to HBE's stockholders
seeking their approval of the transaction with Kratos. A supplement
to this proxy statement to reflect the aforementioned amendment is
expected to be mailed this week. Stockholders may also obtain free
copies of the proxy statement and other relevant documents filed
with the SEC (when they become available) at the SEC's website at
www.sec.gov, or by writing to Henry
Bros. Electronics, Inc., 17-01 Pollitt Drive, Fair Lawn, New Jersey 07410, Attention:
Corporate Secretary.
HBE and its directors, executive officers and other members of its
management may be deemed to be participants in the solicitation of
proxies from HBE's stockholders in connection with the proposed
merger. Information concerning the interest of participants in the
solicitation, which may be different than those of HBE's
stockholders generally, is set forth in HBE's proxy statements and
Annual Reports on Form 10-K filed with the SEC.
Cautionary Note Regarding Forward Looking Statements
Certain statements contained in this press release about our
expectation of future events or results constitute forward-looking
statements for purposes of the safe harbor provisions of The
Private Securities Litigation Reform Act of 1995. You can identify
forward-looking statements by terminology such as, "may," "should,"
"expects," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," "continue," or the negative of these terms
or other comparable terminology. These statements are not
historical facts, but instead represent only our beliefs regarding
future events, many of which, by their nature, are inherently
uncertain and outside of our control. It is possible that our
actual results and financial condition may differ, possibly
materially, from our anticipated results and financial condition
indicated in these forward-looking statements. In addition, certain
factors could affect the outcome of the matters described in this
press release. These factors include, but are not limited to,
(1) the occurrence of any event, change or other circumstances
that could give rise to the termination of the merger agreement,
(2) the outcome of any legal proceedings that may be instituted
against us or others following the announcement of the merger
agreement, (3) the inability to complete the merger due to the
failure to satisfy other conditions required to complete the
merger, (4) risks that the proposed transaction disrupts
current plans and operations, and (5) the costs, fees and
expenses related to the merger. Additional information regarding
risk factors and uncertainties affecting HBE is detailed from time
to time in HBE's filings with the SEC, including, but not limited
to, HBE's most recent Annual Report on Form 10-K and Quarterly
Report on Form 10-Q, available for viewing on HBE's website at
www.hbe-inc.com. You are urged to consider these factors carefully
in evaluating the forward-looking statements herein and are
cautioned not to place undue reliance on such forward-looking
statements, which are qualified in their entirety by this
cautionary statement. The forward-looking statements made herein
speak only as of the date of this press release and we undertake no
obligation to publicly update such forward-looking statements to
reflect subsequent events or circumstances.
Investor Contacts:
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Todd Fromer
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Jim Henry, Chief Executive
Officer
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KCSA Strategic
Communications
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Henry Bros. Electronics,
Inc.
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212-896-1215
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201-794-6500
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tfromer@kcsa.com
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jhenry@hbe-inc.com
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SOURCE Henry Bros. Electronics,
Inc.