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| [February 15, 2013] |
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Intermec Commencing Mailing of Definitive Proxy Materials
EVERETT, Wash. --(Business Wire)--
Intermec (News - Alert), Inc. (NYSE:IN) announced today that it has filed with the
Securities and Exchange Commission definitive proxy materials in
connection with the Company's pending merger agreement with Honeywell (News - Alert)
International Inc. The mailing of such proxy materials to stockholders
is expected to begin this week. As previously announced on December 10,
2012, Intermec entered into a definitive merger agreement whereby
Honeywell will acquire Intermec in an all cash transaction for $10.00
per share.
A special meeting of the stockholders of Intermec will be held to
consider and vote upon the proposed merger, and is scheduled for March
19, 2013 at 10:00 a.m., Eastern Time, at Morris, Nichols, Arsht &
Tunnell LLP, 1201 North Market Street, Wilmington, Delaware 19801.
Intermec stockholders of record as of the close of business on January
25, 2013 will be entitled to vote at the special meeting.
The Board of Directors of Intermec, acting upon the unanimous
recommendation of the Special Committee composed entirely of independent
directors, has approved the transaction and recommends that Intermec
stockholders vote "FOR" the adoption of the merger agreement.
Intermec is seeking, and the merger agreement requires, adoption by the
affirmative vote of a majority of the outstanding shares of the
Company's common stock entitled to vote at the special meeting.
Stockholders are encouraged to read the Company's definitive proxy
materials in their entirety as they provide, among other things, a
detailed discussion of the process that led to the proposed merger
transaction and the reasons behind the Board of Directors'
recommendation that stockholders vote "FOR" the adoption of the
merger agreement.
Stockholders who have questions about the merger, need assistance in
submitting their proxy or voting their shares should contact the
Company's proxy solicitor, MacKenzie Partners, Inc., 105 Madison Avenue,
New York, NY 10016, 1-800-322-2885, Email: proxy@mackenziepartners.com.
About Intermec
Intermec Inc. (NYSE:IN) develops and integrates products, services and
technologies that identify, track and manage supply chain assets and
information. Core technologies include rugged mobile computing and data
collection systems, voice solutions that increase business performance,
bar code printers, label media, and RFID. The Company's products and
services are used by customers in many industries worldwide to improve
the productivity, quality and responsivenss of business operations. For
more information about Intermec, visit www.intermec.com
or call 800-347-2636.
Important Additional Information about the Merger Transaction
Intermec filed with the Securities and Exchange Commission ("SEC (News - Alert)") a
definitive proxy statement in connection with the proposed merger
transaction with Honeywell on February 14, 2013. This communication is
not a substitute for the definitive proxy statement (including any
supplements or amendments thereto) and other documents related to the
merger transaction. The definitive proxy statement and any other
documents that may be filed with the SEC related to the merger
transaction or incorporated by reference into the definitive proxy
statement contain important information about Intermec, Honeywell, the
merger transaction and related matters. Investors and security holders
are urged to carefully read the definitive proxy statement and any other
documents that may be filed with the SEC related to the merger
transaction or incorporated by reference into the definitive proxy
statement. Investors and security holders will be able to obtain
free copies of those documents filed with the SEC by Intermec through
the website maintained by the SEC at www.sec.gov
or by contacting Intermec at (425) 348-2600. In addition, investors and
security holders are able to obtain free copies of the documents filed
with the SEC at the investor relations tab of Intermec's website, www.intermec.com,
which website is not incorporated herein by reference.
Intermec and its directors and officers and certain other members of
management and employees may be deemed to be participants in the
solicitation of proxies from its investors and security holders in
connection with the merger transaction. Certain information regarding
these persons and a description of their direct and indirect interests,
by security holdings or otherwise, is contained in the definitive proxy
statement and may be contained in other relevant materials to be filed
with the SEC regarding the merger transaction when they become
available. Additional information regarding Intermec's executive
officers and directors is included in Intermec's definitive proxy
statement for 2012, which was filed with the SEC on April 12, 2012, and
other relevant documents filed with the SEC. You can obtain free copies
of these documents from Intermec or the SEC using the contact
information above.
Forward-Looking Statements
Statements made in this communication and related statements that
express Intermec's or our management's intentions, hopes, indications,
beliefs, expectations, or predictions of the future, constitute
forward-looking statements, as defined by the Private Securities
Litigation Reform Act of 1995, and relate to matters that are not
historical facts. These statements include those regarding the closing
of the merger transaction, the expected timing of the merger
transaction, the holding of the related stockholders meeting and the
potential effects of the merger transaction, including if it does not
close.
These statements are not guarantees of future performance or events and
are subject to risks, uncertainties and assumptions that could cause
actual results or events to vary materially from those indicated in this
communication, including: the ability to obtain regulatory approvals of
the merger transaction on the proposed terms and schedule; the timing of
the stockholders meeting; the failure of Intermec's stockholders to
approve the merger transaction; disruption to our business, including
customer, employee and supplier relationships resulting from the merger
transaction; litigation relating to the merger transaction; the effect
of the merger transaction on pricing, spending, third-party
relationships, employee benefits and other matters, and revenues; and
other factors described in Intermec's reports filed with the SEC,
including our annual report for the year ended December 31, 2011 and
subsequent quarterly reports, filed with the SEC, which risks and
uncertainties are incorporated herein by reference. You are cautioned
not to place undue reliance on these forward-looking statements, which
speak only as of the date of this communication. Except to the extent
required by law, Intermec disclaims any obligation to update any
forward-looking statements after the distribution of this communication,
whether as a result of new information, future events, changes in
assumptions, or otherwise.
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