The terms of the agreement involve a subsidiary of FLIR that will commence a cash tender to purchase all outstanding common stocks of ICx for $7.55 per share. Any share not purchased in the first tender will later be acquired in the second-step merger at the same price per share.

The tender offer from the FLIR subsidiary is "conditioned on the tender of at least a majority of the outstanding shares of ICx common stock, calculated on a full diluted basis, and other customary closing conditions," says FLIR. Wexford Capital LP, who owns approximately 62% of the outstanding shares of ICx common stock, have agreed to tender all their shares in the tender offer. By June 30, 2010, ICx had a cash balance of approximately $38 million and reported revenue of approximately $168 million.

The acquisition expands FLIR's capabilities into "advanced sensors for chemical, biological, radiological, nuclear and explosives detection for defense and homeland security markets," said FLIR. These expansion will take place when ICx's operations are integrated into FLIR's Government Systems Division. "We are pleased to announce this compelling transaction and intend to work diligently towards its consummation," commented Earl Lewis, President and CEO of FLIR.

The board of directors of FLIR and ICx have approved the merger agreement and the transaction is expected to close in the fourth quarter of 2010 (but subjected to customary closing conditions). FLIR wishes to fund the purchase price from available cash resources and anticipates that the transaction will be neutral with 2010 earnings (excluding transaction costs and one-time charges).

FLIR SYSTEMS INC.

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