Investigation Overview
After ICx Technologies, Inc. announced its takeover by FLIR Systems, Inc an investigation on behalf of investors of ICx Technologies, Inc. (NASDAQ:ICXT) was announced.
ICx Technologies, Inc., located in Arlington, VA, is engaged in the development and integration of advanced sensor technologies for homeland security, force protection and commercial applications. On Monday, August 16, 2010, ICx Technologies, Inc. (Nasdaq GM: ICXT) has entered into a merger agreement with FLIR Systems, Inc. (Nasdaq: FLIR) pursuant to which ICx Technologies, Inc would be acquired through a cash tender offer, followed by a merger with a subsidiary of FLIR, for a price of $7.55 per share in cash. According to ICx Technologies its Board of Directors has unanimously approved the merger agreement. In addition, certain affiliates of Wexford Capital LP have agreed to tender approximately 62% of ICxs outstanding shares in the tender offer.
Shares of ICx Technologies, Inc. (ICXT) traded the day before the news at roughly $6.75 per share and after the announcement at $7.56per share. But ICXT share traded as early as August 10,2010 at $7.52 per share, on August 09, 2010 as high as $7.73 per share, and in July 2010 at $8 per share. ICXT shares are down from its 52weekHigh of $10.49 per share and the mean target price for ICXT stock set by analysts is $9.00 per share with at least one analyst setting a price target of $10.00 per share. ICx Technologies, Inc. reported over the past four years increasing revenue from $90.16million in 2006, to $135.51million in 2007, to $170.19million in 2008, and $183.43million in 2009. Its Net Income rose from a Net Loss of $127.49million in 2006 to a Net Loss of $10.65million in 2009.
The investigation by a law firm concerns whether FLIR Systems, Inc as well as the directors of ICx Technologies, Inc. breached their fiduciary duties by not acting in ICx Technologies, Inc. (NASDAQ:ICXT) shareholders' best interests in connection with the sale process of ICx Technologies, Inc., whether the ICx Technologies, Inc. Board of Directors breached their fiduciary duty to ICx Technologies (ICXT) stockholders by failing to adequately shop the Company prior to entering into the agreement, whether the Board of Directors breach their fiduciary duties by not seeking a deal that will provide better value for ICx Technologies, Inc. , and whether the FLIR Systems, Inc is underpaying for ICx Technologies, Inc. (ICXT), thus unlawfully harming ICXT stockholders.