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Offer to Acquire Niscayah
6 Months Ended
Jul. 02, 2011
Offer to Acquire Niscayah

T.         Offer to Acquire Niscayah

On June 27, 2011, the Company announced an offer to acquire Niscayah Group AB (“Niscayah”), a European commercial electronic security solutions provider based in Stockholm, Sweden in a cash transaction valued at approximately $1.2 billion, inclusive of assumed debt. The Company commenced a tender offer to purchase all of the outstanding shares of Niscayah’s common stock at a price of SEK 18.00 per share and all of the outstanding warrants at a price of SEK 0.05 per warrant. While the Company’s Board of Directors has approved the transaction, its offer is subject to customary conditions for a public offer in Sweden, including anti-trust approvals and the acceptance of the offer to such an extent that the Company becomes the owner of more than 90% of the total number of shares in Niscayah. The Company will integrate Niscayah into its Security segment and expects to close this transaction in September, 2011.

In the second quarter of 2011, the Company purchased approximately 5.8% of the outstanding shares of Niscayah for $58.5 million. At July 2, 2011, this investment was recorded in its Consolidated Balance Sheet at its fair value of approximately $61.5 million.

To facilitate the acquisition of Niscayah and provide additional liquidity, on July 22, 2011 the Company entered into a 364 day credit agreement whereby it initially will have a $1.25 billion credit line, decreasing to $1.0 billion at the date of acquisition and to $750 million 90 days after the acquisition.