FLIR Systems, Inc. (NASDAQ: FLIR) announced that it has entered into a definitive merger agreement pursuant to which it has agreed to acquire ICx Technologies, Inc. (NASDAQ: ICXT) for an aggregate cash purchase price of approximately $274 million. As of June 30th, ICx had a cash balance of approximately $38 million. Under the terms of the merger agreement, a subsidiary of FLIR will commence a cash tender offer to purchase all of the outstanding shares of ICx common stock for $7.55 per share in cash and will acquire any ICx shares not purchased in the tender offer in a second-step merger at the same price per share paid in the tender offer. The tender offer is conditioned on the tender of at least a majority of the outstanding shares of ICx common stock, calculated on a fully diluted basis, and other customary closing conditions. Wexford Capital LP and its affiliates, which together own approximately 62% of the outstanding shares of ICx common stock, have entered into a tender and support agreement whereby they have agreed to tender all of their shares in the tender offer, subject to the ICx Board of Directors' continued recommendation of the transaction. The boards of directors of FLIR and ICx have approved the merger agreement.

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