Honeywell makes $491M tender offer for EMS Technologies

Egret Acquisition subsidiary will initiate purchase

Egret Acquisition Corp., a wholly owned subsidiary of Honeywell International Inc., has announced a tender offer to buy all outstanding shares of common stock of EMS Technologies Inc., including the associated common stock purchase rights, at a price of $33 per share in cash, for a final aggregate purchase price of approximately $491 million.

Honeywell announced its intention to acquire EMS June 13.

Following the successful completion of the tender offer, and subject to the satisfaction of certain conditions, Egret will complete a second-step merger in which remaining EMS shares (other than shares for which dissenters' rights have been exercised) will be converted into the right to receive the same per share price paid in the tender offer, and EMS will become a wholly owned subsidiary of Honeywell, according to a June 27 Honeywell announcement.

The tender offer will expire at 12:00 midnight, New York City time, July 25, 2011, unless extended in accordance with the terms of the previously announced merger agreement and applicable Securities and Exchange Commission rules and regulations.

Egret Acquisition Corp. is filing the appropriate statements with the SEC June 27, the announcement added.

EMS' $181 million Global Resource Management division provides highly ruggedized mobile-computing products and services for use in transportation, logistics and workforce management as well as secure satellite-based asset tracking and messaging technology for search and rescue, warehousing and field force automation environments, according to Honeywell.

Through its $174 million Aviation division, EMS provides terminals, antennas, in-cabin network devices, rugged data storage, and surveillance applications predominantly for use on aircraft and for other data-gathering objectives.

Honeywell said the acquisition will enhance its existing capabilities in rugged mobile-computing technologies and satellite communications in its Automation and Control Solutions and Aerospace businesses.

Honeywell International Inc., of Morristown, N.J., ranks No. 26 on Washington Technology’s 2011 Top 100 list of the largest federal government contractors.

About the Author

David Hubler is the former print managing editor for GCN and senior editor for Washington Technology. He is freelance writer living in Annandale, Va.

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