PROVIDENCE, R.I., May 15: Linear LLC ("Linear"), a wholly-owned subsidiary of Nortek, Inc. ("Nortek"), today announced that it has signed a definitive merger agreement to acquire International Electronics, Inc. ("IEI") (BULLETIN BOARD: IEIB.OB) . Under the terms of the agreement, which has been unanimously approved by IEI's Board of Directors, Linear will commence a tender offer to acquire all of the outstanding shares of IEI common stock at a price of $6.65 per share in cash. The offer will commence on or before May 29, 2007, and will expire at midnight on the 20th business day following and including the commencement date, unless extended in accordance with the terms of the merger agreement and the applicable rules and regulations of the Securities and Exchange Commission (SEC). Following completion of the tender offer in which 66 2/3% of IEI's outstanding shares (determined on a fully-diluted basis) are tendered, Linear has committed to complete a second-step merger in which all remaining shares of IEI common stock will be converted into the right to receive the same price paid per share in the tender offer.
IEI's Board of Directors has unanimously recommended that shareholders tender their shares into the Linear offer. The per share price represents a premium of more than 66% over the price in the current unsolicited tender offer by a subsidiary of RISCO, Ltd. and a premium of approximately 64% over yesterday's closing price of IEI shares. In addition, the Linear tender offer price represents a premium of approximately 123% over IEI's closing share price on March 5, 2007, the last trading day before RISCO announced its tender offer for shares of IEI common stock.
Grant Rummell, Chairman of Linear, said, "We are pleased to have negotiated an agreement with IEI that will make it a part of the Linear family of companies and allow us to better serve the needs of our customers. We look forward to completing this transaction promptly."
"We are very pleased to have been able to reach this agreement with Linear which has a long history as a leader in the security industry. We are excited to join the Linear and Nortek family," said IEI's CEO, John Waldstein.
Waldstein continued, "The value created by this transaction is a reflection of the hard work and dedication of our employees, who have continued to execute on our strategic plans, consistently provided our customers with trusted products and a clear commitment to excellence in service and support. We are proud to have created a leading electronic access control company and with Linear's support, IEI will continue to build on the strong platform that has been created, moving vigorously forward in the security industry marketplace."
The tender offer is subject to there being tendered and not validly withdrawn shares of IEI common stock that, considered together with all other shares of IEI common stock owned by Linear and its affiliates, represent at least 66 2/3% of IEI's outstanding shares of common stock (determined on a fully-diluted basis) and to other customary closing conditions. The transaction is not subject to any financing condition.
Shasta Partners, LLC is financial advisor to IEI.
D.F. King and Co. Inc. will serve as information agent to Linear for the tender offer and any questions related to the offer to purchase and related materials with respect to the tender offer may be directed to D.F. King and Co. Inc. at 1-800-431-9645.
Source: Linear LLC; Nortek, Inc.
CONTACT: Richard L. Bready, Chairman and CEO or Edward J. Cooney, Vice
President and Treasurer, Nortek, Inc., 401-751-1600
Web site: www.nortek-inc.com/