FLIR Begins Tender Offer to Acquire ICx Technologies

(Portland, OR., September 3, 2010) -- FLIR Systems, Inc. (NASDAQ: FLIR) today will commence a cash tender offer through its wholly owned subsidiary Indicator Merger Sub, Inc., to purchase all outstanding shares of common stock of ICx Technologies, Inc. (NASDAQ: ICXT). On August 16, 2010, the companies previously announced a definitive agreement whereby FLIR agreed to acquire ICx in a cash tender offer and subsequent merger for an aggregate cash purchase price of approximately $274 million.

Upon the successful closing of the tender offer, shareholders of ICx will receive $7.55 in cash for each share of ICx common stock tendered in the offer, without interest and less any required withholding taxes.

Today, FLIR will file with the Securities and Exchange Commission (the "SEC") a tender offer statement on Schedule TO that provides the terms and conditions of the tender offer, and ICx will file a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of ICx's board of directors that ICx shareholders accept the tender offer and tender their shares in the offer. As previously disclosed, the boards of directors of FLIR and ICx have approved the transaction.

The tender offer will expire at midnight on October 1, 2010, unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC. The closing of the tender offer is conditioned upon the tender of at least a majority of the outstanding shares of ICx common stock on a fully diluted basis. As previously disclosed, Wexford Capital LP and its affiliates, which together own approximately 62% of the outstanding shares of ICx common stock, have entered into a tender and support agreement whereby they have agreed to tender all of their shares in the tender offer, subject to ICx's board of directors' continued recommendation of the transaction. The closing is also conditioned upon expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions.

Source : Flir Systems Inc.