Business Services Industry
GE and InVision Technologies Announce Memorandum of Understanding to Settle Lawsuits Concerning Acquisition
Business Wire, June 18, 2004
NEWARK, Calif. -- GE Infrastructure, a unit of General Electric Company (NYSE:GE), and InVision Technologies, Inc. (Nasdaq:INVN) today jointly announced that InVision Technologies, Inc. has entered into a memorandum of understanding with counsel to the plaintiffs in two lawsuits relating to the proposed acquisition of InVision by GE. The two actions have been consolidated under one lead case, Waltman, et al. v. InVision Technologies, Inc., et al., Lead Case No. RG04146722 in the California Superior Court for the County of Alameda.
Under the terms of the memorandum, InVision and the plaintiffs to the above-named actions have agreed, subject to approval by the court, to enter into a settlement with respect to all claims raised by the plaintiffs to the lawsuit. If the court approves the settlement contemplated in the memorandum, the lawsuits will be dismissed. The terms of the settlement contemplated by the memorandum require that additional disclosure be made concerning the merger. This disclosure is contained in the numbered paragraphs in Attachment A to this announcement. The parties also agreed that plaintiffs may seek attorneys' fees and costs in the amount of $450,000 that InVision will pay if the attorney's fees and costs are granted by the court. There will be no other settlement payment by InVision, GE or any of the members of InVision's board of directors, which were also named as defendants in the lawsuits. However, there can be no assurance that the court will approve the proposed settlement or that any ultimate settlement will be under the same terms as those contemplated by the memorandum.
InVision and GE anticipate that the proposed acquisition of InVision by GE will be completed on or about July 15, 2004. However, the completion of the merger remains subject to customary closing conditions, including regulatory and stockholder approvals and the actual closing date may vary from the currently anticipated closing date.
About GE Infrastructure
GE Infrastructure (NYSE:GE) is a high-technology platform, comprised of some of GE's fastest-growing businesses. These global businesses offer a set of infrastructure protection and productivity solutions to some of the most pressing issues that industries face: pure water, safe facilities, plant automation and sensing applications in the operating environment. Learn more at www.geinfrastructure.com.
About InVision Technologies, Inc.
InVision Technologies, Inc. (Nasdaq:INVN) and its subsidiaries develop, manufacture, market and support explosives detection systems based on advanced computed tomography technology, X-ray diffraction and quadrupole resonance. The company is the leading supplier of explosives detection systems to the U.S. government for civil aviation security. The company is headquartered in Newark, California. Additional information about InVision can be found at http://www.invision-tech.com.
Cautions Regarding Forward-Looking Statements
This notice contains forward-looking statements, including statements regarding the anticipated settlement of the litigation, the approval of such settlement and the expected closing date of the acquisition. These forward-looking statements are subject to material risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Investors should consider important risk factors, which include: the risk that the acquisition will not be completed; the risk that stockholder approval may not be obtained; the risk that legislative or regulatory developments could have the effect of delaying or preventing the acquisition; and other risks detailed under the caption "Risk Factors" in InVision's most recent reports on Form 10-K and Form 10-Q filed with the Securities and Exchange Commission. InVision is under no obligation, and expressly disclaims any obligation, to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.
Additional Information About the Proposed Acquisition and Where You Can Find It
In connection with the proposed acquisition by GE, InVision has filed a definitive proxy statement and other relevant materials with the Securities and Exchange Commission ("SEC"). The definitive proxy statement has been mailed to all holders of InVision common stock as of May 15, 2004. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED ACQUISITION, INVESTORS AND STOCKHOLDERS OF INVISION ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. The definitive proxy statement and other relevant materials, and any other documents filed by InVision with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, investors and stockholders of InVision may obtain free copies of the documents filed with the SEC by contacting InVision Investor Relations at 510-739-2511 or InVision Technologies, Inc., 7151 Gateway Boulevard, Newark, CA 94560. You may also read and copy any reports, statements and other information filed by InVision with the SEC at the SEC public reference room at 450 Fifth Street, N.W. Room 1200, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC's website for further information on its public reference room.
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