PSGY,
Congratulations to KIK and other holders.
Being bought for .89 cash by Thermo Fisher Scientific Inc.
Thermo Fisher Scientific to Acquire Princeton Security
Princeton Security Technologies, Inc. (OTCBB: PSGY) (referred to herein as "Princeton"), a developer and manufacturer of detector products, including x-ray and gamma-ray detectors, spectroscopy systems, and radioisotope identifier products, today announced that it has entered into a definitive merger agreement with Thermo Fisher Scientific Inc. ("Thermo Fisher"), under which Thermo Fisher will acquire all the outstanding shares of Princeton for $0.89 per share in cash, in a transaction valued at approximately $13 million.
Under the terms of the merger agreement, a wholly owned subsidiary of Thermo Fisher will merge into Princeton, with Princeton as the surviving corporation, and each outstanding share of common stock of Princeton (other than dissenting shares) will be converted into the right to receive $0.89 per share, in cash. This price represents a premium of 78% over the closing share price of Princeton's common stock on June 12, 2012. The Board of Directors of Princeton has unanimously approved the merger. In addition, holders of Princeton common stock constituting approximately 71.2% of Princeton's outstanding shares have executed and delivered to Princeton written consents adopting the merger agreement, as a result of which the required stockholder approval of the merger has been obtained and no further action by Princeton stockholders is required in connection with the transaction.
The closing of the merger is subject to the satisfaction or waiver of customary closing conditions, including the absence of any legal restraint, injunction or other action that would prohibit the merger, and the absence of any event that constitutes a material adverse effect (as defined in the merger agreement) on Princeton. The closing is also subject to the condition that the time period for the holders of Princeton common stock to exercise dissenters' rights under Nevada law shall have expired and no more than 10% of the issued and outstanding shares of Princeton common stock shall be dissenting shares. The transaction is expected to close during July 2012.
"We believe the merger is an excellent opportunity for the Princeton customers, employees and stockholders," said Juhani Taskinen, Princeton President and Chief Executive Officer. "It will provide the Princeton stockholders with the opportunity to realize a substantial premium to Princeton's current share price. In addition, the combination of Thermo Fisher's global reach and leadership in radiation measurement and monitoring with Princeton's innovative detector technology represents a coupling of complementary strengths that will benefit our customers and employees."
CoView Capital, Inc., a New York-based middle-market investment banking firm, was retained by the Princeton board of directors to render a fairness opinion with regard to the transaction.
Please see the "Additional Information" section below for further information regarding the merger that will be made available to all stockholders.
About Princeton Security Technologies, Inc.
Princeton Security, a Nevada corporation founded in 2005, develops, manufactures and markets a line of detector products, including x-ray and gamma-ray detectors, spectroscopy systems, and radioisotope identifier products. Our products are used for industrial, commercial and security applications ranging from the homeland security need to detect concealed radioactive material to silicon wafer fabrication companies that use our products and components to analyze silicon wafers for defects. We manufacture individual detection units and component parts for larger units manufactured and sold by third parties.
