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March 31, 2014
08:35 EDTVIIVicon Industries, IQinVision announce definitive merger agreement
Vicon Industries and IQinVision announced that they have entered into a definitive merger agreement that is expected to create a global provider of integrated solutions to the video security market. The merger has been approved by the boards of directors of both companies and is subject to shareholder approval, and other customary closing conditions. The transaction is expected to close in Vicon’s September quarter. Under the terms of the merger agreement, Vicon will issue shares of Vicon common stock to IQinVision shareholders in an all-stock merger whereby IQinVision shareholders will own approximately 50% of the outstanding common stock of the combined company. After the merger, Vicon will have approximately 9,000,000 shares outstanding. As permitted and contemplated by the merger agreement, Vicon expects to declare a special cash dividend of 55c per share payable with respect to shares of Vicon common stock held by shareholders of Vicon as of a record date prior to the completion of the merger and payable to such holders within 15 days after the completion of the merger. Ken Darby, who has delayed his retirement, will continue to lead the company until his successor is named. The search for a new CEO was recently restarted. Both Vicon and IQinVision’s product offerings will retain their existing branding, and both companies will continue to sell into and service their existing channels and customers. Customers will see no difference in sales, service, and support levels compared with prior to the merger. Following the merger, the board of directors of the combined company will consist of three directors designated by Vicon and three directors designated by IQinVision. TM Capital Corp. and Imperial Capital acted as financial advisors to Vicon and IQinVision, respectively.
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August 29, 2014
14:27 EDTVIIVicon Industries completes IQinVision merger, announces special dividend date
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