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Richard
L. Bready, Chairman and CEO
Edward
J.
Cooney, Vice President and Treasurer
(401)
751-1600
IMMEDIATE
LINEAR
INITIATES SUBSEQUENT OFFERING
PERIOD
FOR IEI SHARES
PROVIDENCE,
RI, June 25, 2007—Linear LLC (“Linear”), a wholly owned subsidiary of
Nortek, Inc. (“Nortek”), announced today the
results of its tender offer for the outstanding common shares of International
Electronics, Inc. (“IEI”) (OTCBB:IEIB.OB), which expired at 12 midnight on June
22, 2007. All validly tendered shares have been accepted for payment
in accordance with the terms of the tender offer. Linear also
announced that a subsequent offering period for all remaining shares of IEI
has
been initiated.
As
of the
expiration date of the tender offer, approximately 1,519,480 shares have been
validly tendered and not withdrawn in the tender offer, representing
approximately 86% of the outstanding shares of IEI. Linear, through
its wholly owned subsidiary Acquisition Sub 2007-2, Inc., has also initiated
a
subsequent offering
period for all remaining untendered shares of IEI. This subsequent
offering period will expire at midnight New York time on Thursday, July 12,
2007, unless further extended. The same US$6.65 per share price
offered in the prior offering period will be paid during the subsequent offering
period. The procedures for accepting the tender offer and tendering
shares during the subsequent offering period are the same as those described
for
the offer in the Offer to Purchase by Acquisition Sub 2007-2, Inc. except that
(i) the guaranteed delivery procedures may not be used during the subsequent
offering period, and (ii) shares tendered during the subsequent offering period
may not be withdrawn.
Linear
expects to effect a merger of Acquisition Sub 2007-2, Inc. with and into
IEI. In the merger, all shares of IEI, not acquired through the
tender offer (other than those as to which holders properly exercise appraisal
rights), will be cashed out at the same US$6.65 per share price, net to the
seller, without interest, that is paid in the tender offer. As a
result of the merger, IEI will become an indirect wholly owned subsidiary of
Nortek. If Acquisition Sub 2007-2, Inc. becomes the
owner of at least 90% of IEI’s outstanding shares following this subsequent
offering period and the delivery of shares tendered pursuant to guaranteed
delivery procedures or otherwise, Linear will be able to effect the merger
without the need for a meeting of IEI shareholders.
Linear
intends to complete the merger as soon as practicable upon Acquisition Sub
2007-2, Inc. acquiring 90% or more of the outstanding shares of
IEI. IEI shareholders who continue to hold their shares at the time
of the merger and fulfill certain other requirements of Massachusetts law will
have appraisal rights in connection with the merger.
About
International Electronics, Inc.
International
Electronics, Inc. (IEI), an ISO9001:2000 certified manufacturer, that designs,
manufactures, markets and sells electronic access control equipment and
browser-managed security platforms used in residential and commercial security
systems and wireless access control and fleet management systems
for industrial mobile asset applications. IEI’s products include
its Door-Gard(TM) and Secured Series(TM) access control lines, its LS line
of
integrated battery operated door locks, its eMerge(TM) browser-managed access
and security management products and its line of PowerKey(TM) industrial access
control and fleet management products. IEI markets its security
management and access control products to leading distribution and electronic
security installation companies, and its PowerKey(TM) products directly to
material handling equipment users worldwide. For more information
about IEI, visit www.ieib.com.
About
Linear LLC
Linear
LLC, a wholly-owned subsidiary of Nortek, Inc., is a pioneer in
engineered radio frequency (RF) products and is a major supplier of wireless
residential security systems, intercoms, garage door operators, gate operators,
access controls, short and long range radio remote controls, medical/emergency
reporting systems, home audio, video, voice, and data distribution products,
central vacuum systems and structured wiring.
Legal
Statements
This
announcement is not an offer to purchase shares or a solicitation of an offer
to
sell shares. The Offer is being made solely by the Offer to Purchase and
the related Letter of Transmittal. The Offer to Purchase dated May 25,
2007, the Letter of Transmittal and related materials may be obtained free
of
charge by directing such requests to D. F. King & Co., Inc., 48 Wall Street,
22nd Floor, New York, NY 10005, or by calling D. F. King & Co., Inc. toll
free at (800) 431-9645.
Investors
and stockholders of IEI should read the Tender Offer Statement on Schedule
TO,
the Offer to Purchase and any other documents relating to the Offer that are
filed with the United States Securities and Exchange Commission (“SEC”) because
they contain important information about the tender offer. Investors and
stockholders of IEI may obtain these and other documents filed by Linear,
Acquisition Sub 2007-2, Inc. and IEI for free from the SEC’s web site at
http://www.sec.gov.
“Safe Harbor”
Statement under the Private Securities Litigation Reform Act of
1995
Statements
in this press release referring to the expected future plans and performance
of
IEI are forward-looking statements. Actual future results may differ
materially from such statements. Factors that could affect future
performance include, but are not limited to: the consummation or
failure to consummate any business combination, including the merger with
Linear; the loss of one of IEI’s large customers
or the cancellation or deferral of purchases of IEI’s products; the loss of one
of IEI’s distribution partners or the failure of the partner to devote adequate
resources to the sale of our products; changes in general economic conditions;
limitations imposed by IEI’s limited financial resources; IEI’s dependence on
certain key employees; any failure by IEI to successfully select, develop,
manufacture and market new products or enhance its existing products;
fluctuations in IEI’s sales and operating results; IEI’s ability to successfully
compete; the expense resulting to IEI from future investments and acquisitions
and IEI’s ability to integrate acquired products, technologies or businesses;
IEI’s ability to protect its intellectual property rights; the reliability of
offshore production undertaken by IEI; IEI’s dependence upon sole source
suppliers for certain key components; the risks associated with international
sales; and the limited market for IEI’s common stock and the volatility of its
share price.
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