[SatNews] With a cash tender offer already having been made, the Company's subsidiary continues its pursuit...
Honeywell (NYSE: HON) has announced that its wholly-owned subsidiary, Egret Acquisition Corp., is commencing its previously-announced cash tender offer for all of the outstanding shares of common stock of EMS Technologies, Inc. (NASDAQ: ELMG), including the associated common stock purchase rights, at a price of $33 per share, without interest and net of applicable withholding taxes. Following the successful completion of the tender offer, and subject to the satisfaction of certain conditions, Egret Acquisition Corp. will complete a second-step merger in which remaining EMS shares (other than shares for which dissenters’ rights have been exercised) will be converted into the right to receive the same per share price paid in the tender offer and EMS will become a wholly-owned subsidiary of Honeywell. The completion of the tender offer is subject to certain conditions, including, among others, the valid tendering without withdrawal of EMS shares representing at least a majority of the outstanding shares of EMS common stock on a fully-diluted basis and the receipt of regulatory approvals.
Egret Acquisition Corp. is filing with the Securities and Exchange Commission (SEC) a tender offer statement on Schedule TO, including an offer to purchase and related letter of transmittal, setting forth the terms of the tender offer. EMS is also filing with the SEC today a solicitation / recommendation statement on Schedule 14D-9 setting forth, among other things, the recommendation of the EMS board of directors that EMS’ stockholders tender their shares into the tender offer. The tender offer will expire at 12:00 midnight, New York City time, on July 25, 2011, unless extended in accordance with the terms of the previously-announced merger agreement and applicable SEC rules and regulations.

