Honeywell also announced today that it has signed a definitive agreement to acquire Intermec (NYSE: IN), a leading provider of mobile computing, radio frequency identification solutions (RFID) and bar code, label and receipt printers for use in warehousing, supply chain, field service and manufacturing environments for $10 per share in cash, or an aggregate purchase price of approximately $600 million, net of cash and debt acquired. The transaction is expected to further enhance Honeywell's scale in rugged mobile computing devices, building on its Scanning & Mobility franchise within the company's Automation and Control Solutions portfolio.
The purchase price translates to approximately ten times Intermec's trailing 12 months (TTM) earnings before interest, taxes, depreciation and amortization (EBITDA) as of September 30, 2012, excluding certain corporate and public company costs, or approximately five times on a synergy adjusted run-rate basis. The transaction is expected to close by the end of the second quarter of 2013 pending Intermec shareholder approval and following customary regulatory reviews.
"The addition of Intermec is a natural extension to our Scanning & Mobility business, which was established through the successful acquisitions of Hand Held Products, Metrologic and EMS," said Honeywell Automation and Control Solutions President and Chief Executive Officer Roger Fradin. "While Intermec strengthens our core scanning and mobile computing business, it opens up entirely new opportunities in RFID, voice solutions and barcode and receipt printing segments that we currently don't serve. It expands our product offerings and strengthens our intellectual property portfolio putting us in position to be a technology leader for years to come in the highly attractive automatic identification and data capture (AIDC) industry. Intermec has extensive engineering capability and broad sales reach that we look forward to integrating into our existing organization in an effort to build a leading position in the AIDC marketplace. Once again, our world class acquisition integration process will deliver value to shareholders."
Upon completion of the acquisition, Intermec would become part of Honeywell Scanning & Mobility in Honeywell's Automation and Control Solutions business. Intermec employs approximately 2,200 employees and operates more than 65 offices worldwide, serving nearly every region globally. The company is headquartered in Everett, Washington.
Although the transaction would be dilutive in 2013 by three to four cents, the estimated impact is included in the company's announced 2013 earnings per share guidance range, and Honeywell anticipates Intermec to be accretive in 2014.
Additional Information and Where to Find It
This press release relates to a proposed transaction between Honeywell and Intermec. This press release is not a substitute for the proxy statement that Intermec intends to file with the SEC or any other documents that Intermec may file with the SEC or send to its stockholders in connection with the proposed transaction. Before making any voting decision, Intermec investors and stockholders are urged to read the proxy statement and all other relevant documents filed or that will be filed by Intermec with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction and related matters.
The proxy statement and any other relevant documents (when they become available) that are filed or that will be filed with the SEC by Intermec are available free of charge through the website maintained by the SEC at www.sec.gov or by contacting Intermec Investor Relations at (425) 348-2600.
Participants in the Solicitation
Intermec and its directors, executive officers and other members of their management may be deemed to be participants in the solicitation of proxies from Intermec's stockholders in connection with the proposed transaction. Information regarding Intermec's directors and executive officers is available in Intermec's proxy statement for its 2012 annual meeting of stockholders, which was filed with the SEC on April 12, 2012, and is available free of charge through the website maintained by the SEC at www.sec.gov or by contacting Intermec Investor Relations at (425) 348-2600. Additional information regarding participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement Intermec intends to file with the SEC.
Honeywell (www.honeywell.com) is a Fortune 100 diversified technology and manufacturing leader, serving customers worldwide with aerospace products and services; control technologies for buildings, homes, and industry; automotive products; turbochargers; and performance materials. Based in Morris Township, N.J., Honeywell's shares are traded on the New York, London, and Chicago Stock Exchanges. For more news and information on Honeywell, please visit www.honeywellnow.com.
This release contains certain statements that may be deemed "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, that address activities, events or developments that we or our management intends, expects, projects, believes or anticipates will or may occur in the future are forward-looking statements. Such statements are based upon certain assumptions and assessments made by our management in light of their experience and their perception of historical trends, current economic and industry conditions, expected future developments and other factors they believe to be appropriate. The forward-looking statements included in this release are also subject to a number of material risks and uncertainties, including but not limited to economic, competitive, governmental, and technological factors affecting our operations, markets, products, services and prices. Such forward-looking statements are not guarantees of future performance, and actual results, developments and business decisions may differ from those envisaged by such forward-looking statements.