17:53:00 SWK IFLG InfoLogix to Be Acquired by Stanley Black & Decker for $61.2 Million
InfoLogix to Be Acquired by Stanley Black & Decker for $61.2 Million
NEW BRITAIN, Conn. & HATBORO, Pa., Dec 15, 2010 (BUSINESS WIRE) -- Stanley Black
& Decker (SWK) ("Stanley"), a diversified industrial company, and InfoLogix, Inc.
(otcqb:IFLG) a leading provider of enterprise mobility solutions for the
healthcare and commercial industries, announced today that they have entered into
a definitive agreement under which InfoLogix will be acquired by Stanley for
$4.75 per common share in cash. The total transaction value is approximately
$61.2 million, including the assumption of debt, of which approximately $22.1
million is currently outstanding and a portion of which is convertible into
shares of common stock of InfoLogix.
InfoLogix will add an established provider of mobile workstations and asset
tracking solutions to Stanley's existing Healthcare Solutions growth platform. As
part of Stanley Healthcare Solutions, InfoLogix's business will be
well-positioned to extend its reach in healthcare and commercial markets by
having access to the resources, brand equity and global supply chain of a S&P 500
company.
"The acquisition of InfoLogix is consistent with Stanley Black & Decker's
portfolio diversification strategy and continues the expansion of one of our
growth platforms, Stanley Healthcare Solutions," said Brian Kaner, CFO and COO of
Stanley Convergent Security/Healthcare Solutions. "Offering strategic technology
consulting services will enable Stanley Healthcare Solutions to assist clients in
improving workflow, productivity and profitability through complete enterprise
mobility solutions. With a strong leadership team and talented employee base, we
plan to leverage InfoLogix's expertise in mobility solutions, clinical
integration services, and mobile managed services in expanding our growing
security and healthcare businesses."
"By combining InfoLogix's technologies, solutions and customer relationships
together with Stanley's suite of healthcare products and services, intellectual
property and global presence, we will be uniquely positioned in the healthcare
and mobility marketplaces," said Dave Gulian, President and CEO of InfoLogix.
"InfoLogix has enabled 2,200 healthcare and commercial organizations to make
better decisions, mobilize their data investments, and manage their systems and
supply chain. We look forward to joining with Stanley and driving accelerated
growth while extending our services globally."
The transaction, which is subject to various closing conditions, including the
filing with the Securities and Exchange Commission (SEC) of an Information
Statement on Schedule 14C and the distribution of the Information Statement to
all of InfoLogix's stockholders, is expected to close early in the first quarter
of 2011. Please refer to InfoLogix's Current Report on Form 8-K filed with the
SEC on December 15, 2010 or shortly thereafter, for information about the
transaction.
About Stanley Black & Decker, Inc.
Stanley Black & Decker, an S&P 500 company, is a diversified global provider of
hand tools, power tools and related accessories, mechanical access solutions and
electronic security solutions, engineered fastening systems, infrastructure
solutions and more. Learn more at http://www.stanleyblackanddecker.com.
About InfoLogix, Inc.
InfoLogix is a leading provider of enterprise mobility and advanced wireless
asset tracking solutions for the healthcare and commercial industries. InfoLogix
uses the industry's most advanced technologies to increase the efficiency,
accuracy, and transparency of complex business and clinical processes. With 19
issued patents, InfoLogix provides mobile managed solutions, on-demand software
applications, mobile infrastructure products, and strategic consulting services
to over 2,000 clients in North America including Kraft Foods, Merck and Company,
General Electric, Kaiser Permanente, MultiCare Health System and Stanford School
of Medicine. For more information visit http://www.infologix.com.
Cautionary Note Regarding Forward-Looking Statements
The companies make forward-looking statements in this press release which
represent their expectations or beliefs about future events and financial
performance. Forward-looking statements are identifiable by words such as
"believe," "anticipate," "expect," "intend," "plan," "will," "may" and other
similar expressions. In addition, any statements that refer to expectations,
projections or other characterizations of future events or circumstances are
forward-looking statements. Forward looking statements made in this press
release, include, but are not limited to, statements concerning: the consummation
of the acquisition; InfoLogix being well positioned to extend its reach in
healthcare and commercial markets as a result of the transaction; the ability of
Stanley Healthcare Solutions to assist clients in improving workflow,
productivity and profitability and to expand its growing security and healthcare
business; and the ability of InfoLogix, by joining Stanley, to drive accelerated
growth while extending its services globally.
You are cautioned not to place undue reliance on these forward-looking
statements. These forward-looking statements are not guarantees of future events
and involve risks, uncertainties and other known and unknown factors that may
cause actual results and performance to be materially different from any future
results of performance expressed or implied by such forward-looking statements,
including, but not limited to, factors such as: the failure to consummate, or a
delay in the consummation of, the transaction for various reasons; the delay,
difficulty or failure to successfully integrate InfoLogix with Stanley; and the
inability to effectively manage the expanded operations of Stanley Healthcare
Solutions following the transaction.
Forward-looking statements made herein are also subject to risks and
uncertainties, described in: Stanley's 2009 Annual Report on Form 10-K, its
Quarterly Report on Form 10-Q for the quarter ended April 3, 2010; and
InfoLogix's Annual Report on Form 10-K for the period ended December 31, 2009,
its quarterly report on Form 10-Q for the period ended September 30, 2010; and
other filings the companies make with the SEC. In addition, actual results could
differ materially from those suggested by the forward-looking statements, and
therefore you should not place undue reliance on the forward-looking statements.
Neither of the companies makes any commitment to revise or update any
forward-looking statements to reflect events or circumstances occurring or
existing after the date of any forward-looking statement is made.
Additional Information
In connection with the merger, InfoLogix will prepare an Information Statement to
be filed with the SEC that will provide additional important information
concerning the merger. When completed, a definitive Information Statement will be
mailed to the stockholders of the Company. The Company's stockholders will be
able to obtain, without charge, a copy of the Information Statement (when
available) and other relevant documents filed with the SEC from the SEC's website
at http://www.sec.gov. The Company's stockholders will also be able to obtain,
without charge, a copy of the information statement and the other documents
related to the merger (when available) upon written request to InfoLogix, Inc.,
101 E. County Line Road, Hatboro, Pennsylvania 19040 or by calling (215) 604-0691
or from the Company's website, http://www.infologix.com.
SOURCE: Stanley Black & Decker, Inc.
Stanley Black & Decker Contacts:
Kate W. Vanek, 860-827-3833
Director, Investor Relations
kate.vanek@swkbdk.com
or
Tim Perra, 860-826-3260
Director, Global Communications & Community Relations
tim.perra@swkbdk.com
or
InfoLogix Contacts:
Jay Roberts, 215-604-0691 x1102
Chief Financial Officer
jroberts@infologix.com
or
Jason Fradin, 215-604-0691 x1194
Vice President of Marketing & Communications
jfradin@infologix.com
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