PORTLAND,
Ore. & GOLETA,
Calif. Oct. 22, 2003--FLIR
Systems, Inc. (Nasdaq:FLIR) and Indigo Systems
Corporation announced today that they have entered
into a Definitive Agreement and Plan of Merger
pursuant to which FLIR will acquire Indigo Systems
Corporation. Indigo security holders will receive
cash consideration of approximately $165 million,
and all outstanding Indigo stock options will
be converted into options to purchase FLIR stock.
The transaction is valued at approximately $190
million.
Indigo, founded in 1996, is a leading developer
and supplier of a wide range of infrared imaging
products, including cooled and uncooled infrared
detectors, camera cores and finished cameras.
Estimated Indigo revenue for calendar year 2003
is approximately $55.0 million.
"We are extremely happy to announce a merger
with Indigo," commented Earl Lewis, Chairman,
President and CEO of FLIR. "As we have publicly
stated, one of our key business objectives has
been to secure a low cost, high quality supply
of infrared detectors to help us reduce costs
and continue our leadership in the commercial
infrared industry. Indigo provides this, and
much more. In its brief history, Indigo has emerged
as one of the leading centers of innovation in
the infrared detector industry, with significant
intellectual property and an outstanding reputation
for designing the highest performance components
in the industry. In addition, Indigo is an excellent
manufacturer of infrared equipment in its own
right in areas complementary to FLIR's existing
markets. Indigo will help us lower costs, expand
into new markets, and provide an excellent technology
base on which we can capitalize for the future."
Tim Fitzgibbons, Chief
Executive Officer of Indigo, commented, "FLIR
is the ideal partner for Indigo. Our strengths,
especially in component
design and manufacturing, marry perfectly with
FLIR's industry leading sales and marketing and
systems integration capabilities. Together, we
are positioned to offer our customers lower cost
and higher performance infrared systems."
FLIR expects the transaction to be accretive
to earnings during 2004. Completion of the transaction
is subject to the approval of Indigo shareholders,
review by regulatory authorities and other customary
conditions. It is expected to close in early
2004.
Forward-Looking Statements
The statements in this release by Earl R. Lewis
and E. Tim Fitzgibbons and the statements regarding
FLIR's expectation that the transaction will
be accretive to earnings during 2004 and will
close in early 2004 are forward-looking statements.
Such statements are based on current expectations,
estimates and projections about the FLIR's business
based, in part, on assumptions made by management.
These statements are not guarantees of future
performance and involve risks and uncertainties
that are difficult to predict. Therefore, actual
outcomes and results may differ materially from
what is expressed or forecasted in such forward-looking
statements due to numerous factors, including
the following: the ability of FLIR and Indigo
to achieve the expected detector cost reductions
and operational synergies, changes in demand
for FLIR's or Indigo's products, product mix,
the timing of customer orders and deliveries,
the impact of competitive products and pricing,
FLIR's and Indigo's continuing compliance with
US export control laws and regulations, constraints
on supplies of critical components, excess or
shortage of production capacity, actual purchases
under agreements, the continuing eligibility
of FLIR to act as a federal contractor, the amount
and availability of appropriated government procurement
funds and other risks discussed from time to
time in the Company's Securities and Exchange
Commission filings and reports. In addition,
such statements are subject to the risks inherent
in acquisitions of technologies and businesses,
including the timing and successful completion
of technology and product development through
volume production, integration issues, unanticipated
costs and expenditures, changing relationships
with customers, suppliers and strategic partners,
potential contractual, intellectual property
or employment issues, accounting treatment and
charges, and the risks that the acquisition cannot
be completed successfully or that anticipated
benefits are not realized. In addition, such
statements could be affected by general industry
and market conditions and growth rates, and general
domestic and international economic conditions.
Such forward-looking statements speak only as
of the date on which they are made and the company
does not undertake any obligation to update any
forward-looking statement to reflect events or
circumstances after the date of this release.
Conference Call
FLIR has scheduled a conference call at 11:00
a.m. EDT today. A simultaneous Web Cast of the
conference call may be accessed online from the
investor relations link at www.FLIR.com. A replay
will be available approximately one hour after
the webcast at this same Internet address. For
a telephone replay, dial 800-633-8284, reservation
#21162952 beginning at approximately 1:00 p.m.
EDT.
About FLIR Systems
FLIR Systems, Inc. is a world leader in the
design, manufacture and marketing of thermal
imaging and stabilized camera systems for a wide
variety of thermography and imaging applications
including condition monitoring, research and
development, manufacturing process control, airborne
observation and broadcast, search and rescue,
drug interdiction, surveillance and reconnaissance,
navigation safety, border and maritime patrol,
environmental monitoring and ground-based security.
Visit the company's web site at www.FLIR.com.
About Indigo Systems
Indigo Systems Corporation, based in Goleta,
California, is a premier developer and supplier
of advanced infrared cameras and components,
covering the entire infrared spectrum including
near-, midwave-, and longwave-IR. Indigo's outside
investors include The Carlyle Group, WK Technology,
Lago Ventures and Founders Capital. Since 1996,
Indigo has provided IR cameras, software, and
enclosure solutions for commercial, industrial,
security, military and R&D applications.
Indigo Systems is a next-generation IR company,
whose unique structure and mix of commercial
and defense expertise allows it to deliver military-grade
infrared products while driving down costs to
enable new, commercial applications of infrared
cameras. Visit the company's website at www.indigosystems.com.
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