14-Jun-2011 Source: EMS Technologies
EMS Technologies (NASDAQ:ELMG), a leading provider of wireless connectivity solutions for aviation, aerospace and global resource management, today announced a definitive agreement under which Honeywell (NYSE:HON), a diversified technology and manufacturing leader, will acquire EMS in an all-cash transaction valued at approximately $491 million, net of cash acquired.
Under the terms of the agreement, which has been unanimously approved by both companiesâ€™ Boards of Directors, a wholly-owned subsidiary of Honeywell will commence a tender offer within ten business days to purchase all of EMSâ€™s outstanding shares for $33.00 per share in cash. The transaction represents a 33% premium to EMSâ€™s closing stock price on June 10, 2011, and a 59% premium to EMSâ€™s closing price on April 18, 2011, one day prior to the Companyâ€™s announcement that it was reviewing strategic alternatives. The Board of Directors of EMS will recommend that EMS shareholders tender their shares in the tender offer. The transaction, which is subject to successful completion of the tender offer, regulatory approval and customary closing terms and conditions, is expected to be completed in the third quarter of 2011.
EMS reported revenue for the full year 2010 of $355.2 million. EMSâ€™s businesses enable mobile connectivity virtually anywhere in the world using a wide range of connectivity technologies, including Satellite, GSM, Bluetooth, Wi-Fi and GPS mapping.
â€œThis announcement is the culmination of the robust strategic review process we have been engaged in since April,â€ said Jack Mowell, Chairman of EMSâ€™s Board of Directors. â€œWith the assistance of experienced outside advisors, we determined that this transaction is the best way to maximize value for our shareholders.â€
Neil Mackay, President and CEO of EMS, said, â€œWe believe that becoming a part of Honeywell will provide EMS businesses with the scale, resources and market presence that should benefit our customers and expand career opportunities for our employees.â€
EMS also announced that in light of todayâ€™s announcement the EMS Board has postponed its Annual Meeting of Shareholders scheduled for June 30, 2011.
BofA Merrill Lynch is serving as financial advisor, and King & Spalding LLP and Kirkland & Ellis LLP are serving as legal counsel to EMS and its Board of Directors.
About EMS Technologies
As one of the worldâ€™s leading providers of wireless connectivity solutions, EMS Technologies, Inc. keeps people and systems connected – on land, at sea, in the air or in space. EMS offers industry-leading technology to support Aero Connectivity and Global Resource Management markets though a broad range of cutting-edge satellite and terrestrial network products; helping businesses, assets and people stay connected and promoting universal mobility, visibility and intelligence. EMS (NASDAQ: ELMG) serves customers through operations in 12 countries.