Honeywell (NYSE: HON) today announced that its wholly-owned subsidiary Egret Acquisition Corp. successfully completed the tender offer for all shares of common stock of EMS Technologies, Inc. (NASDAQ: ELMG), including the associated common stock purchase rights, at a price of $33.00 per share, without interest and net of applicable withholding taxes. The tender offer expired at 5:30 p.m., New York City time, on August 19, 2011.
The Depositary for the tender offer advised that, as of the tender offer’s expiration, shareholders of EMS had validly tendered and not withdrawn 14,255,726 shares of EMS common stock, including 564,632 shares tendered through notices of guaranteed delivery. The shares tendered represent approximately 91.6% of the outstanding shares of EMS (or approximately 85.5% calculated on a fully diluted basis). All of such shares have been accepted for payment in accordance with the terms of the tender offer.
Honeywell also announced that it intends to complete the acquisition of EMS promptly through the merger of Egret Acquisition Corp. with and into EMS, with EMS as the surviving corporation. At the effective time of the merger, all outstanding shares of common stock of EMS (other than the shares held by Honeywell, Egret Acquisition Corp. or EMS or their respective subsidiaries or shares held by EMS’ shareholders who have properly exercised their dissenters’ rights under Georgia law) will be canceled and converted into the right to receive cash equal to $33.00 per share, without interest and net of applicable withholding taxes. In addition, after the merger, the common stock of EMS will cease to be traded on the NASDAQ Global Select Market.
November 26, 2011