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INVISION TECHNOLOGIES, INC.
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A. ON MARCH 15, 2004, INVISION TECHNOLOGIES, INC. ("INVISION") FILED AN ANNUAL
REPORT ON FORM 10-K ("FORM 10-K"). THE FOLLOWING EXHIBIT WAS FILED WITH THE FORM
10-K AND IS INCORPORATED BY REFERENCE HEREIN:
2.2 Agreement and Plan of Merger, dated as of March 15, 2004, among
InVision Technologies, Inc., General Electric Company and Jet
Acquisition Sub, Inc.
On March 15, 2004, General Electric Company issued the following press
release:
***
(GE LOGO) PRESS RELEASE
GENERAL ELECTRIC AGREES TO ACQUIRE INVISION
COMBINES EXPLOSIVE DETECTION TECHNOLOGIES,
ADVANCING GE POSITION IN INFRASTRUCTURE SECURITY INDUSTRY;
GE UPDATES FIRST HALF OUTLOOK
WILTON, CONN., MARCH 15, 2004 - GE Infrastructure, a unit of General
Electric Company, and InVision Technologies, Inc. announced today that, subject
to regulatory approval, GE has agreed to acquire InVision, a high technology
provider of infrastructure security systems in an all-cash transaction valued at
approximately $900 million, or $50 per share. This acquisition significantly
enhances GE's capabilities in explosive detection and security technologies.
"Strategically, InVision is a perfect fit for GE Infrastructure's
security business," said GE Chairman and CEO Jeff Immelt. "It can enhance our
broad strength in technology and service. Financially, we have substantial
revenue and operating synergies with InVision and this deal will be accretive to
earnings in 2004. Executing on strategic growth platforms like Amersham,
Vivendi-Universal Entertainment and InVision makes us feel even better about
2005 and beyond.
"Our industrial growth platforms, including security, are growing
revenues more than 20% over last year, and the broad-based growth in industrial
orders and financial services assets that we saw in January and February has
continued into March," Immelt said. "As a result, we have greater visibility
into results for the first half and we're confident that earnings will be at the
high end of our target ranges for the first and second quarters, or $.32 and
$.39 per share, respectively." Guidance for the second quarter continues to
exclude any impact from the Amersham acquisition or the Genworth IPO.
GE Infrastructure President and CEO Bill Woodburn said, "This
acquisition is a game-changing event for the security industry. The combination
of InVision with GE's Ion Track business provides GE with a broad set of
products and advanced scientific capabilities to address present and future
security protection needs. Customers
can expect sophisticated detection systems that will help them to protect people
and critical infrastructure assets. This leading-edge technology will be
supported by the best service network in the world."
By combining InVision and GE Ion Track, GE will be able to provide a
suite of complementary high-technology detection and security solutions to help
protect airports and other mass transportation systems; border interdiction and
customs sites; high security installations like power plants, chemical plants
and military bases; and entertainment facilities such as sports arenas. The
expanded platform of the combined entities will create more comprehensive
security technology offerings, and increased capability to upgrade the installed
base to higher capability.
Beginning in 1990, InVision pioneered the development of explosive
detection systems in the aviation industry by introducing the first computed
tomography (CT) technology for checked baggage inspection. GE Ion Track offers
world-class ion trace detection systems for detecting explosives and narcotics.
"We're excited to become part of GE," said Sergio Magistri, Ph.D,
President and CEO of InVision Technologies, Inc. "This transaction will improve
market reach of the merged companies and accelerate development of technology
and products to protect the public worldwide. I look forward to InVision's
scientists working with GE's Global Research Center and GE's CT medical imaging
capabilities."
GE Infrastructure Security President Ken Boyda said, "We will continue
to innovate and add new technology for customers who already own GE or InVision
detection systems. This combined platform will ultimately make it more effective
for customers to acquire and integrate a comprehensive security screening
system. The merged GE/InVision will also develop sophisticated systems that will
simplify the check-in process while providing travelers a greater peace of
mind."
The acquisition is subject to normal closing conditions including
customary regulatory approval and the approval of InVision shareholders.
ABOUT GE INFRASTRUCTURE
GE Infrastructure (NYSE: GE) is a high-technology platform, comprised of some of
GE's fastest-growing businesses. These global businesses offer a set of
infrastructure protection and productivity solutions to some of the most
pressing issues that industries face: pure water, safe facilities, plant
automation and sensing applications in the operating environment. GE Ion Track,
Inc. is a subsidiary of GE Security, Inc., part of GE Infrastructure. GE
Infrastructure is headquartered in Wilton, CT. Learn more at
www.geinfrastructure.com.
ABOUT INVISION TECHNOLOGIES, INC.
InVision Technologies, Inc. (NASDAQ: INVN) and its subsidiaries develop,
manufacture, market and support explosives detection systems based on advanced
computed tomography technology, X-ray diffraction and quadrupole resonance. The
company is the leading supplier of explosives detection systems to the U.S.
government for civil aviation security. The company is headquartered in Newark,
CA. Additional information about InVision can be found at
http://www.invision-tech.com
This news release includes forward-looking statements, as defined in the Private
Securities Litigation Reform Act of 1995. The forward-looking statements
reflects management's current analysis and expectations, based on reasonable
assumptions, and include statements regarding the proposed acquisition of
InVision and the anticipated benefits of such acquisition. Results could differ
materially depending on such factors as business climate, economic and
competitive uncertainties, failure to complete the acquisition, adverse legal
and regulatory developments, and adverse changes in economic and political
climates around the world. As appropriate, additional factors are contained in
reports filed with the Securities and Exchange Commission. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date of this press release. This paragraph is included to provide
safe harbor for forward-looking statements, which are not required to be
publicly revised as circumstances change.
***
ADDITIONAL INFORMATION ABOUT THE PROPOSED MERGER AND WHERE YOU CAN FIND IT
In connection with the proposed merger, InVision intends to file a
proxy statement and other relevant materials with the Securities and Exchange
Commission ("SEC"). BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE
PROPOSED MERGER, INVESTORS AND STOCKHOLDERS OF INVISION ARE URGED TO READ THE
PROXY STATEMENT AND OTHER RELEVANT MATERIALS BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. The proxy statement and other relevant
materials, and any other documents filed by InVision with the SEC, may be
obtained free of charge at the SEC's web site at www.sec.gov. In addition,
investors and stockholders of InVision may obtain free copies of the documents
filed with the SEC by contacting InVision Investor Relations at (510) 739-2511
or InVision Technologies, Inc., 7151 Gateway Boulevard, Newark, CA 94560. You
may also read and copy any reports, statements and other information filed by
InVision with the SEC at the SEC public reference room at 450 Fifth Street, N.W.
Room 1200, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or
visit the SEC's web site for further information on its public reference room.
InVision and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the InVision stockholders in
favor of the proposed Merger. Certain executive officers and directors of
InVision have interests in the merger that may differ from the interests of
stockholders generally, including acceleration of vesting of stock options and
continuation of director and officer insurance and indemnification. These
interests will be described in the proxy statement when it becomes available.
# # #
Contacts: GE Infrastructure, Jeff DeMarrais, 203/761-1935
GE, Gary Sheffer, 203/373-3476
InVision Technologies, Inc.:
Investor Relations: Laura Graves 510/739-2448
Media: Tim Payne, The Brunswick Group, 212/333-3810
B. ON MARCH 15, 2004, INVISION ISSUED TO ITS EMPLOYEES THE FOLLOWING EMAIL
MESSAGE WITH THE PRESS RELEASE REPRODUCED IN ITEM A ABOVE AND A LETTER
ATTACHED:
Subject: An Important Announcement for All
Dear fellow employees,
Attached are two documents of great interest for all InVision, YXLON, Quantum
and InoVec employees.
There will be employee meetings today to further discuss the details.
Talk to you then,
Best regards,
Don Mattson
InVision Technologies
Chief Operating Officer
ATTACHED LETTER:
March 15, 2004
Dear Colleagues,
INVISION TECHNOLOGIES ANNOUNCES ITS SALE TO GE
I wanted to write to you personally this morning to let you know that we have
accepted an acquisition offer from General Electric. InVision will be a part of
GE's Infrastructure-Security division and will be core to this fast growing and
vital part of their business. Combining InVision's leading position in aviation
security with GE's existing security business will create a strong position in
homeland protection.
First and foremost, I want to assure you that we will keep you informed as this
process develops. I am sure that you have many questions and the management team
and I will do our best to answer them.
The specifics of bringing our businesses together will take some time. We will
provide additional information as we get closer to finalizing the merger later
in the year. The important point for now is to know that this acquisition makes
sense. We have built a very strong company and are now taking it to the next
level. Certainly for the coming months, it will be business as usual at
InVision. However, both parties have agreed that to satisfy potential antitrust
concerns, the NDT business will be divested in due course. We will keep NDT
employees informed as we undergo this process.
If you are an InVision stockholder, we will help you with questions you have
about how this transaction will affect you. Proxy materials are being prepared
which will provide you with specifics about the acquisition. But the most
important thing we can all do for the time being is to carry on delivering to
customers our high quality products, outstanding service standards and industry
leading research and development.
What I want to stress is how appreciative and proud I am of all of you.
Immediately following 9/11, you rose to the occasion and worked tremendously
hard to make our country safer. As the world continues to face significant
security concerns, our work in this industry will continue to be a necessity. GE
recognizes this critical need, and bringing InVision's technology together with
GE's existing security business will create a strong position in homeland
security and expand our capability to make the world a safer place.
Attached to this letter, you will find the press release announcing today's
news. Please do not hesitate to contact the management team with any questions
or thoughts. We will keep you updated with new developments over the coming
months.
There will be an all hands conference call this morning at 9:00 AM PST. The
dial-in number is 877.810.2621 and the international dial-in is 617.786.1940.
The passcode is 22596 322.
Sincerely Yours,
Sergio Magistri, Ph.D.
Chief Executive Officer, InVision Technologies, Inc.
ADDITIONAL INFORMATION ABOUT THE PROPOSED MERGER AND WHERE YOU CAN FIND IT
In connection with the proposed merger, InVision intends to file a proxy
statement and other relevant materials with the Securities and Exchange
Commission ("SEC"). BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE
PROPOSED MERGER, INVESTORS AND STOCKHOLDERS OF INVISION ARE URGED TO READ THE
PROXY STATEMENT AND OTHER RELEVANT MATERIALS BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. The proxy statement and other relevant
materials, and any other documents filed by InVision with the SEC, may be
obtained free of charge at the SEC's web site at www.sec.gov. In addition,
investors and stockholders of InVision may obtain free copies of the documents
filed with the SEC by contacting InVision Investor Relations at (510) 739-2511
or InVision Technologies, Inc., 7151 Gateway Boulevard, Newark, CA 94560. You
may also read and copy any reports, statements and other information filed by
InVision with the SEC at the SEC public reference room at 450 Fifth Street, N.W.
Room 1200, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or
visit the SEC's web site for further information on its public reference room.
InVision and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the InVision stockholders in
favor of the proposed Merger. Certain executive officers and directors of
InVision have interests in the merger that may differ from the interests of
stockholders generally, including acceleration of vesting of stock options and
continuation of director and officer insurance and indemnification. These
interests will be described in the proxy statement when it becomes available.
--------------------------------------
C. ON MARCH 15, 2004, INVISION ISSUED TO CUSTOMERS THE FOLLOWING EMAIL
MESSAGE WITH THE PRESS RELEASE REPRODUCED IN ITEM A ABOVE AND A LETTER
ATTACHED:
Subject: GE InVision Merger
Early this morning GE announced the purchase of InVision Technologies. You are
an important part of Invision's history and we value our ongoing relationship.
Attached find a personal note from Sergio addressing the news.
We look forward to continuing to serve as a part of GE's outstanding business.
Your comments and suggestions or questions are most welcome.
Best regards,
David Pillor
ATTACHED LETTER:
March 15, 2004
INVISION TECHNOLOGIES ANNOUNCES ITS SALE TO GE
I wanted to write to you personally this morning to let you know that we have
accepted an acquisition offer from General Electric Corporation. InVision will
be a part of GE's Infrastructure-Security division and will be core to this fast
growing and vital part of their business. Combining InVision's leading position
in aviation security with GE's existing security business will create a strong
position in homeland protection. We have attached today's announcement, which
describes the transaction in more detail.
We are particularly enthusiastic about this combined ability to provide
customers with enhanced, advanced technology security equipment that will allow
them to protect people and assets, including: dangerous-substance detection
capabilities, intelligent video surveillance and controlling access to sensitive
facilities.
GE brings a set of security products based on its trace detection and other
cutting edge technologies from their Global Research Center and sister
businesses like medical equipment. We expect to accelerate these technologies
into new products. The combination will also provide you with the industry's
most geographically diverse manufacturing and distribution network, synergies in
service and operations, and the leading technology platform, allowing you to
consolidate your supplier base and reduce costs.
Travelers over time should enjoy many benefits as a result of this acquisition.
By combining our strengths, the new group will offer a strong set of
technologies for homeland security systems and services in the marketplace.
The specifics of bringing our businesses together have not yet been determined.
We will provide additional information as we get closer to finalizing the
merger. In the meantime, we remain committed to providing products and services
of superior quality and will make every effort to ensure that our ongoing
relationship meets and exceeds your expectations.
Please do not hesitate to contact us with any questions or thoughts. We value
our relationship with you and look forward to the exciting future ahead. We will
keep you updated on developments during the coming months.
Sincerely Yours,
Sergio Magistri, Ph.D.
Chief Executive Officer, InVision Technologies, Inc.
ADDITIONAL INFORMATION ABOUT THE PROPOSED MERGER AND WHERE YOU CAN FIND IT
In connection with the proposed merger, InVision intends to file a proxy
statement and other relevant materials with the Securities and Exchange
Commission ("SEC"). BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE
PROPOSED MERGER, INVESTORS AND STOCKHOLDERS OF INVISION ARE URGED TO READ THE
PROXY STATEMENT AND OTHER RELEVANT MATERIALS BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. The proxy statement and other relevant
materials, and any other documents filed by InVision with the SEC, may be
obtained free of charge at the SEC's web site at www.sec.gov. In addition,
investors and stockholders of InVision may obtain free copies of the documents
filed with the SEC by contacting InVision Investor Relations at (510) 739-2511
or InVision Technologies, Inc., 7151 Gateway Boulevard, Newark, CA 94560. You
may also read and copy any reports, statements and other information filed by
InVision with the SEC at the SEC public reference room at 450 Fifth Street, N.W.
Room 1200, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or
visit the SEC's web site for further information on its public reference room.
InVision and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the InVision stockholders in
favor of the proposed Merger. Certain executive officers and directors of
InVision have interests in the merger that may differ from the interests of
stockholders generally, including acceleration of vesting of stock options and
continuation of director and officer insurance and indemnification. These
interests will be described in the proxy statement when it becomes available.
--------------------------------------
D. ON MARCH 15, 2004, INVISION ISSUED THE FOLLOWING TALKING POINTS TO ITS
MANAGEMENT FOR DISCUSSION WITH ANALYSTS AND SECURITYHOLDERS:
- GE will acquire InVision in a cash transaction valued at
approximately $900 million, or $50 per share. After careful
consideration, InVision's Board believes that today's announcement
is in the best interest of InVision's stockholders.
- GE came to InVision because they recognized our leadership position,
our market presence and the reach of our technology portfolio. They
are committed to growth in this important sector.
- GE has extensive experience in integrating businesses into its
global security business. We will work closely with GE to set up and
implement a successful integration team.
- This acquisition is a transforming event for the security sector.
o Adding InVision to GE Infrastructure's growing business
creates a leader in this industry with a strong portfolio of
technologies, products and market expertise.
- The transaction requires the approval of InVision's stockholders.
o A special meeting to approve the transaction will be set in
the near future.
o Proxy materials containing detailed information about the
proposed transaction will be filed and mailed well before the
meeting.
- The merger agreement will be filed shortly with additional
information as available. I am sure that you understand that there
is only so much that we can say at this time.
- InVision will be integrated into GE Infrastructure, which is a
high-technology platform comprised of some of the fastest-growing
businesses within GE with 2004 revenues expected to approach $3.5
billion. GE Infrastructure has approximately 13,000 employees in
over 95 locations worldwide. Bill Woodburn is President and CEO of
GE Infrastructure and reports directly to Jeffrey Immelt, GE's
Chairman and CEO.
POTENTIAL QUESTIONS FROM INVESTORS/ANALYSTS
- Wasn't this a low premium?
o GE will acquire InVision in a cash transaction valued at
approximately $900 million, or $50 per share. After careful
consideration, InVision's Board believes that today's
announcement is in the best interest of InVision's
stockholders.
o Factors that were considered will be outlined
in the proxy statement which is currently being prepared.
- What happens to the convertible debt?
o It will be treated as detailed in the prospectus. We have
filed an indenture with the SEC and debt holders will get
appropriate notices as required under the indenture.
- How did you decide on this price? What is it based on? How do you
justify it?
o After careful consideration, InVision's Board believes that
today's announcement is in the best interest of InVision's
stockholders.
o All factors that were considered will be outlined in the proxy
statement, which is currently being prepared.
- Given that InVision's shares have traded well above normal volume
and risen significantly over the past week, was this deal leaked?
o InVision did not leak information, and is not aware of any
leaks.
- Were there other bidders? Why didn't you hold an auction? Who
approached whom?
o GE came to InVision because they recognized our leadership
position, our market presence and the reach of our technology
portfolio. They are committed to growth in this important
sector.
o This acquisition is a transforming event for the security
sector.
o Adding InVision to GE Infrastructure's growing business
creates a leader in this industry with a strong portfolio of
technologies, products and market expertise.
o Today's announcement maximizes the value for InVision's
stockholders as GE is offering $50 cash per share.
- Is there a break-up fee? If so, what is it?
o The merger agreement will be filed shortly with more detailed
information.
- What will happen to all of InVision's divisions?
o The parties have agreed that to satisfy potential antitrust
concerns, the NDT business will be divested in due course. We
will keep employees informed as we undergo this process.
- Does the value you realize from NDT in any way affect the price?
o No.
- What will happen to management? Who will stay? Who will run the new
business?
o The management team is committed to the business that they
have built over time and they look forward to working with
their new colleagues.
ADDITIONAL INFORMATION ABOUT THE PROPOSED MERGER AND WHERE YOU CAN FIND IT
In connection with the proposed merger, InVision intends to file a proxy
statement and other relevant materials with the Securities and Exchange
Commission ("SEC"). BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE
PROPOSED MERGER, INVESTORS AND STOCKHOLDERS OF INVISION ARE URGED TO READ THE
PROXY STATEMENT AND OTHER RELEVANT MATERIALS BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. The proxy statement and other relevant
materials, and any other documents filed by InVision with the SEC, may be
obtained free of charge at the SEC's web site at www.sec.gov. In addition,
investors and stockholders of InVision may obtain free copies of the documents
filed with the SEC by contacting InVision Investor Relations at (510) 739-2511
or InVision Technologies, Inc., 7151 Gateway Boulevard, Newark, CA 94560. You
may also read and copy any reports, statements and other information filed by
InVision with the SEC at the SEC public reference room at 450 Fifth Street, N.W.
Room 1200, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or
visit the SEC's web site for further information on its public reference room.
InVision and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the InVision stockholders in
favor of the proposed Merger. Certain executive officers and directors of
InVision have interests in the merger that may differ from the interests of
stockholders generally, including acceleration of vesting of stock options and
continuation of director and officer insurance and indemnification. These
interests will be described in the proxy statement when it becomes available.