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8-K - FORM 8-K - RAE SYSTEMS INC | f56898e8vk.htm |
EX-2.1 - EX-2.1 - RAE SYSTEMS INC | f56898exv2w1.htm |
EX-10.1 - EX-10.1 - RAE SYSTEMS INC | f56898exv10w1.htm |
Exhibit 99.1
For Immediate Release
RAE Systems Signs Definitive Agreement to be Acquired by
Battery Ventures for $1.60 per share
Battery Ventures for $1.60 per share
RAE Systems to hold conference call today at 8:00 a.m. Pacific Time
SAN JOSE, Calif. September 20, 2010 RAE Systems Inc. (NYSE AMEX: RAE), a leader in
delivering innovative sensor solutions to serve industrial, energy, environmental, and government
safety markets worldwide, signed a definitive agreement to be acquired for $1.60 per share in cash
by an affiliate of Battery Ventures, a multi-stage investment firm focused on technology and
innovation worldwide. The purchase price represents a premium of approximately 53.8% over RAE
Systems closing share price on September 17, 2010, and a premium of approximately 85.1% over RAE
Systems average closing share price for the 30 trading days ending on September 17, 2010.
This transaction is subject to customary closing conditions, including the approval of RAE Systems
stockholders. There is no financing condition to the transaction.
Over the years, we have built a strong reputation in the safety industry, a quality, diverse
product and technology portfolio, and a dedicated, result-oriented employee base, all of which are
contemplated in this transaction, said Robert Chen, RAE Systems president and chief executive
officer. After an extensive review of our strategic alternatives, the special committee of our
board of directors has determined that this transaction provides for the best value to our
stockholders. RAE Systems has successfully navigated through a great deal of change over
the past few years. With this newest evolution, RAE Systems will leverage Battery Ventures
strategy and vision to help increase its industry presence via organic growth and
complementary acquisitions. Looking ahead, we will continue to execute on our strategy to be
a leading innovator through the advancement of intelligent, connected, wireless gas and radiation
detection solutions. Throughout this transaction, RAE Systems management and employees will remain
committed to customer service, quality and operating excellence.
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For Immediate Release
Jesse Feldman, Battery Ventures Partner, stated, RAE Systems has significant long-term market
growth potential, and we are excited to partner with the company on driving this growth both
organically and through strategic acquisitions. Our prior experience and growing interest in
industrial technologies makes RAE Systems a natural investment for Battery. We are eager to support
the company through its next phase of evolution and look forward to working with RAEs talented
employee base, valuable customer and partner ecosystems, and industry leading technology platform
to get there.
A special committee of the RAE Systems Board of Directors and the disinterested members of the
board have unanimously approved the agreement and recommend RAE Systems stockholders approve the
transaction.
The company will file a proxy statement with the Securities and Exchange Commission, and a
shareholder meeting will be held within 60 days following the SECs review. Management will hold a
conference call to discuss this transaction today, September 20, at 8:00 a.m. Pacific Time (11:00
a.m. Eastern Time). Access instructions for the call are included later in this release.
After the completion of this transition, the RAE Systems board of directors will include Mr. Chen
and Dr. Peter C. Hsi, co-founders of RAE Systems, who will also remain as stockholders in RAE
Systems, as well as Mr. Feldman and Morgan Jones of Battery Ventures.
UBS Investment Bank is acting as financial advisor to the Special Committee of the Board of RAE
Systems, and Fenwick & West LLP, is acting as legal advisor to the Special Committee.
Conference Call Details
The conference call will take place today, September 20, at 8:00 a.m. Pacific Time (11:00 a.m.
Eastern Time). The conference call will feature remarks by Robert I. Chen, chief executive
officer. Mr. Chen and Randall Gausman, chief financial officer, will be available for a
question-and-answer
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For Immediate Release
session. The call can be accessed in the U.S., toll-free, by dialing
888-656-7430 and internationally by dialing +01-913-981-5583 approximately 15 minutes prior to the
start of the call. Please use pass-code: 5094348. The conference call will also be broadcast live
over the Internet and available
for replay for 90 days at www.raesystems.com. A replay of the call will also be available via
telephone for two days, beginning two hours after the call. To listen to the telephone replay in
the U.S., please dial 888-203-1112. International callers please dial +1- 719-457-0820. Enter
access code 5094348.
About Battery Ventures
Since 1983, Battery has been investing in technology and innovation worldwide. The firm partners
with entrepreneurs and management teams across technology sectors, geographies and stages of a
companys life, from start-up and expansion financing, to growth equity and buyouts.
Battery has supported many breakthrough companies around the world, including @stake (acquired by
Symantec), Airespace (acquired by Cisco), Akamai Technologies, Inc. (NASDAQ: AKAM), Bladelogic
(acquired by BMC Software), Cbeyond (NASDAQ: CBEY), Healthvision (acquired by Lawson), LIFFE
(acquired by Euronext), Neoteris (acquired by Netscreen), Nova Analytics (acquired by ITT) and
Omniture (acquired by Adobe). Its current portfolio includes firms such as Brightree, Consona,
ExactTarget, GreenBytes, HighJump Software, Nova Holdings LLC, Opscode, Rogue Wave Software and
Vero Software.
Battery has a long history of technology-based private equity transactions and is adept at complex
deal structures across a variety of market sectors. From offices in Boston, Silicon Valley and
Israel, Battery manages $4 billion in committed capital, including its current fund of $750M. For
more information, visit www.battery.com.
About RAE Systems
RAE Systems is a leading global provider of rapidly deployable connected, intelligent gas detection
systems that enable real-time safety and security threat detection. RAE Systems products are used
in more than 95 countries by many of the worlds leading corporations and government agencies.RAE
Systems offers a full line of wirelessly enabled solutions including personal, hand-held,
transportable, and fixed instruments designed to meet the needs of any usage scenario. Applications
include energy production, refining, industrial and environmental safety, public venue safety and
government first responder markets. For more information about RAE Systems, please visit
www.raesystems.com.
Safe Harbor Statement
This press release may contain forward-looking statements, as that term is used in Section 21E of
the Securities Exchange Act of 1934. Forward-looking statements include, without limitation:
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For Immediate Release
expressions of belief, anticipation, or expectations of management; statements as to industry
trends or future results of operations of RAE Systems and its subsidiaries; and other statements
that are not historical fact. These types of statements address matters that are subject to risks
and uncertainties, which could cause actual results to differ materially. Factors that could cause
or contribute to such differences include, but are not limited to, the general economic and
industry factors, the resolution of issues associated with the Companys Foreign Corrupt Practices
Act, investigation and receptiveness of the market to RAE Systems and its products. In addition,
our forward-looking statements should be considered in the context of other risk factors discussed
in our filings with the Securities and Exchange Commission, including but not limited to our annual
report on Form 10-K and Form 10-Q filings, available online at http://www.sec.gov. All
forward-looking statements are based on information available to the company on the date hereof,
and the company assumes no obligation to update such statements.
Additional Information About the Transaction and Where You Can Find It
In connection with the transaction, RAE Systems will file a proxy statement with the SEC for RAE
Systems special stockholder meeting and stockholders are strongly advised to read the proxy
statement when it becomes available because it will contain important information about the Merger.
Investors and stockholders may obtain a free copy of the proxy statement (when available) and other
documents filed by RAE Systems at the SECs web site at http://www.sec.gov. The proxy statement
(when available) and other relevant documents may also be obtained for free from RAE Systems by
directing a request to RAE Systems, Inc., c/o Investor Relations, 3775 North First Street, San
Jose, California 95134, telephone: 408-952-8200.
RAE Systems and its directors, executive officers and certain other members of its management and
employees may be deemed to be participants in the solicitation of proxies from its stockholders in
connection with the proposed transaction. Certain information regarding the interests of such
directors and executive officers is included in RAE Systems Proxy Statement for its 2010 Annual
Meeting of Stockholders filed with the SEC on April 23, 2010, and information concerning all of the
participants in the solicitation will be included in the proxy statement relating to the proposed
transaction when it becomes available. Each of these documents is, or will be, available free of
charge at the SECs website at http://www.sec.gov and from RAE Systems, Inc., c/o Investor
Relations, 3775 North First Street, San Jose, California 95134, telephone: 408-952-8200.
IR Contact:
|
Amy Grady | |
Becky Herrick
|
Battery Ventures | |
Lippert/Heilshorn & Associates, Inc
|
ph: 650-372-3939 | |
ph: 415-433-3777
|
agrady@battery.com | |
bherrick@lhai.com |
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