TORONTO, ONTARIO--(Marketwire - Oct. 25, 2012) - LOREX Technology Inc. ("Lorex" or the "Company") (TSX V:LOX) has entered into a definitive agreement with FLIR Systems, Inc. ("FLIR") (NASDAQ:FLIR) pursuant to which all the outstanding shares of Lorex will be acquired by FLIR for a price of CDN $1.30 per share in cash. The CDN $1.30 per share represents a premium of approximately 35.4% to Lorex's closing share price of CDN $0.96 on October 24, 2012. A copy of the definitive agreement will be posted on SEDAR in the near future.
FLIR is a world leader in the design, manufacturing, and marketing of thermal imaging and advanced threat detection systems for a wide variety of imaging, thermography, and security applications.
The transaction will be implemented by way of a court-approved Plan of Arrangement under Ontario law and is subject to approval by Lorex shareholders, the TSX Venture Exchange, and other customary closing conditions.
The transaction has been approved unanimously by the Boards of Directors of both FLIR and Lorex and, in Lorex's case, the approval followed the unanimous recommendation of a Special Committee of Independent Directors. The Board of Directors of Lorex determined that the transaction is fair to shareholders and is in the best interests of Lorex.
The Board of Directors of Lorex also unanimously recommends that shareholders vote in favour of the transaction at the special meeting of shareholders that will be held to approve the transaction.
Imperial Capital, LLC acted as exclusive financial advisor to the Special Committee and the Board of Directors of Lorex and also provided an opinion to the Special Committee and the Board of Directors of Lorex that the consideration to be received by the Lorex common shareholders under the Plan of Arrangement is fair, from a financial point of view, to such shareholders.
Lorex shareholders holding approximately 21,760,300 common shares, or 48% of the common shares (including the convertible preference shares that will be converted into common shares), have entered into Support Agreements whereby they have agreed to vote in favour of the transaction at the shareholders' meeting.
Lorex anticipates that the transaction will be completed in the fourth quarter of 2012.
About FLIR Systems, Inc.:
FLIR Systems, Inc. is a world leader in the design, manufacture, and marketing of sensor systems that enhance perception and awareness. The Company's advanced thermal imaging and threat detection systems are used for a wide variety of imaging, thermography, and security applications, including airborne and ground-based surveillance, condition monitoring, research and development, manufacturing process control, search and rescue, drug interdiction, navigation, transportation safety, border and maritime patrol, environmental monitoring, and chemical, biological, radiological, nuclear, and explosives (CBRNE) detection. Visit the Company's web site at www.flir.com.
About LOREX Technology Inc.:
LOREX Technology Inc. provides businesses and consumers with leading edge video surveillance security solutions and sells its products under the LOREX and Digimerge brands. The LOREX brand, which caters to both small business and consumer markets, is available in thousands of retail locations across North America. The Digimerge division distributes its products through major distributors in North America. Both brands concentrate on the sale of wired, wireless and IP security surveillance and monitoring equipment including cameras, digital video recorders and all-in-one systems.
Cautionary Statement on Forward-Looking Information
This news release contains certain statements that may be deemed "forward-looking statements." Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements in this press release relate to the Company's completion of the transaction. The forward-looking information reflects predictions and does not in any way reflect a guarantee. Factors which could cause actual results to differ materially from current projections include, among other things: the conditions in the definitive agreement not being satisfied prior to the outside date of the agreement including the Company not obtaining the requisite shareholder approval or approval of the TSX Venture Exchange. The Company cautions that this is not an exhaustive list of factors that may affect the forward-looking information contained in this press release. Potential investors and readers are urged to give careful consideration to all of these factors in evaluating any forward-looking information and are cautioned not to place undue reliance on such information. While the Company believes that its projections are reasonable, results predicted in this forward-looking information may differ materially from actual results. The Company disclaims any obligation to update forward-looking information, except as may be required by law.
THE TSX VENTURE EXCHANGE HAS IN NO WAY PASSED UPON THE MERITS OF THE TRANSACTION AND HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE. NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.