2010-08-16

ICx Technologies Agrees to be Acquired by FLIR Systems for $7.55 Per Share in Cash

ARLINGTON, Va. (August 16, 2010) ICx Technologies, Inc. (Nasdaq GM: ICXT), a developer of advanced sensor technologies for homeland security, force protection and commercial applications, has entered into a definitive merger agreement with FLIR Systems, Inc. (Nasdaq: FLIR) pursuant to which ICx would be acquired through a cash tender offer, followed by a merger with a subsidiary of FLIR, for a price of $7.55 per share in cash. FLIR is a leader in the design, manufacturing, and marketing of thermal imaging and stabilized camera systems for a wide variety of thermography and imaging applications. ICx anticipates that the transaction could be completed in the fourth quarter of 2010.

ICx’s Board of Directors has unanimously approved the merger agreement and the transactions contemplated by the merger agreement, and has resolved to recommend that ICx’s stockholders tender their shares in connection with the tender offer. In addition, certain affiliates of Wexford Capital LP have agreed to tender approximately 62% of ICx’s outstanding shares in the tender offer, subject to the ICx Board of Directors' continued recommendation of the transaction. The closing of the tender offer is subject to certain customary conditions, including the tender of at least a majority of ICx’s shares outstanding on a fully diluted basis and antitrust clearance. The merger agreement contemplates that the merger would be completed shortly following completion of the tender offer if a "short form" merger is available under Delaware law. If a short form merger is not available, then the merger would be completed after approval of the merger at a stockholders' meeting, which would held as soon as reasonably permissible under Delaware law and applicable rules and regulations of the Securities and Exchange Commission.

Subject to compliance with the merger agreement, ICx would be permitted to consider unsolicited acquisition proposals and to terminate the merger agreement to accept a superior proposal following an opportunity given to FLIR to offer to improve the terms of its proposed acquisition and upon payment of a breakup fee to FLIR of $8.2 million.

In the near future, a copy of the merger agreement and the related transaction agreements will be filed with the SEC as exhibits to a Current Report on a Form 8-K.In connection with the transaction, Stone Key Partners LLC has acted as ICx's exclusive financial advisor and has rendered a fairness opinion to the ICx Board of Directors. Skadden, Arps, Slate, Meagher & Flom LLP has provided legal advice to ICx.

Important Information about the Tender Offer

The tender offer described in this release has not yet commenced, and this release is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer is commenced, FLIR will file a tender offer statement with the U.S. Securities and Exchange Commission (the "SEC"). Investors and ICx stockholders are strongly advised to read the tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement that will be filed by ICx with the SEC, because they will contain important information. These documents will be available at no charge on the SEC’s website at www.sec.gov or from the information agent that FLIR selects. In addition, copies of the solicitation/recommendation statement, the proxy statement and other filings containing information about ICx, the tender offer and the merger may be obtained, if and when available, without charge, by directing a request to ICx Technologies, Inc., Attn: James Luby, 2100 Crystal Drive, Suite 650, Arlington, VA 22202, or on ICx’s corporate website at www.icxt.com.

About FLIR Systems

FLIR Systems, Inc. is a world leader in the design, manufacture, and marketing of sensor systems that enhance perception and awareness. The Company’s advanced thermal imaging and threat detection systems are used for a wide variety of imaging, thermography, and security applications, including airborne and ground-based surveillance, condition monitoring, research and development, manufacturing process control, search and rescue, drug interdiction, navigation, transportation safety, border and maritime patrol, environmental monitoring, and chemical, biological, radiological, nuclear, and explosives (CBRNE) detection. Visit the Company's web site at www.FLIR.com.

The statements in this release by Earl R. Lewis, and the other statements in this release about the award described above, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on current expectations, estimates and projections about the Company's business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including the following: the ability to manufacture and deliver the systems referenced in this release, changes in demand for the Company's products, product mix, the timing of deliveries under the award discussed above, the impact of competitive products and pricing, constraints on supplies of critical components, excess or shortage of production capacity, the ability of the Company to manufacture and ship products in the time period required, actual purchases under agreements, the Company's continuing compliance with U.S. export control laws and regulations, the timely receipt of export licenses for international shipments, the continuing eligibility of the Company to act as a federal contractor, and other risks discussed from time to time in the Company's Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic and international economic conditions. Such forward-looking statements speak only as of the date on which they are made and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release, or for changes made to this document by wire services or Internet service providers.

All trademarks, registered trademarks and service marks are the property of their respective owners.

Media Contacts

Angel Bennett
FLIR, Systems, Inc.

2800 Crystal Drive, Suite 330
Arlington, VA 22202
angel.bennett@flir.com