UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report: January 11, 2011
(Date of earliest event reported)
(Date of earliest event reported)
IDEX CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware (State of Incorporation) |
1-10235 (Commission File Number) |
36-3555336 (IRS Employer Identification No.) |
1925 West Field Court, Suite 200
Lake Forest, Illinois 60045-4824
(Address of principal executive offices, including zip code)
Lake Forest, Illinois 60045-4824
(Address of principal executive offices, including zip code)
(847) 498-7070
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
þ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 — Other Events.
On January 11, 2011, IDEX Corporation (the “Company”) issued a joint press release with
Microfluidics International Corporation (“Microfluidics”), announcing the Company’s proposal to
acquire Microfluidics in a cash tender offer for $1.35 per share. A copy of the joint press
release announcing the proposal is attached as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Important additional information will be filed with the SEC and distributed to shareholders of
Microfluidics.
The tender offer for shares of Microfluidics common stock described in this Current Report on Form
8-K and the exhibit attached hereto has not yet been commenced. The description contained herein is
neither an offer to purchase nor a solicitation of an offer to sell shares of Microfluidics.
At the time the tender offer is commenced, the Company and its wholly owned subsidiary, Nano Merger
Sub, Inc., intend to file with the SEC and mail to Microfluidics stockholders a Tender Offer
Statement on Schedule TO and related exhibits, including the offer to purchase, letter of
transmittal and other related tender offer documents, and Microfluidics intends to file with the
SEC and mail to its stockholders a Tender Offer Solicitation/Recommendation Statement on Schedule
14D-9 in connection with the transaction. These documents will contain important information about
the Company, Nano Merger Sub, Inc., Microfluidics and the terms and conditions of the tender offer.
Investors and security holders are urged to read each of these documents carefully when they are
available.
Investors and security holders will be able to obtain free copies of the Tender Offer Statement,
the Tender Offer Solicitation/Recommendation Statement and other documents to be filed with the SEC
by the Company, Nano Merger Sub, Inc. and Microfluidics through the web site maintained by the SEC
at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of
these documents by contacting the Investor Relations departments of the Company or Microfluidics.
Item 9.01 — Financial Statements and Exhibits.
| (d) | Exhibits |
| 99.1 | Joint press release issued by IDEX Corporation and Microfluidics International Corporation, dated January 11, 2011 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IDEX CORPORATION |
||||
| By: | /s/ Frank J. Notaro | |||
| Frank J. Notaro | ||||
| Vice President — General Counsel and Secretary | ||||
January 11, 2011
EXHIBIT INDEX
| Exhibit No. | Description | |
99.1
|
Joint press release issued by IDEX Corporation and Microfluidics International Corporation, dated January 11, 2011 |
Exhibit 99.1
|
 |
IDEX Corporation Signs Agreement to Acquire Microfluidics
International Corporation
International Corporation
—Microfluidics’ shareholders to be offered $1.35 per share in cash—
—Microfluidics to host conference call on January 11, 2011 at 8:30 AM ET—
Lake Forest, IL and Newton, MA—January 11, 2011—IDEX Corporation (NYSE: IEX) today announced
that it has entered into a definitive merger agreement to acquire Microfluidics International
Corporation (OTC Bulletin Board: MFLU) for $1.35 per share, net to the seller in cash, and subject
to adjustment as provided in the merger agreement. The transaction is expected to close in the
first quarter of 2011.
The $1.35 per share cash purchase price represents a premium of approximately 69% over
Microfluidics’ volume-weighted average share price during the 30 trading days ending January 10,
2011, the last trading day prior to this announcement, and a 75% premium over Microfluidics’
volume-weighted average share price during the 90 trading days ending January 10, 2011.
Microfluidics is a global leader in the design and manufacture of laboratory and commercial
equipment used in the production of micro and nano scale materials for the pharmaceutical and
chemical markets. Microfluidics is the exclusive producer of the Microfluidizer® family
of high shear fluid processors for uniform particle size reduction, robust cell disruption and
nanoparticle creation. Microfluidics’ product and service offerings will enhance IDEX’s micro
fluidics and micro particle technology position. Headquartered in Newton, MA, Microfluidics
achieved $16M in revenue in 2009. Microfluidics will operate as a stand-alone business within the
IDEX Fluid and Metering segment. Microfluidics is expected to be accretive to IDEX’s earnings in
2011.
The merger agreement provides for a wholly-owned subsidiary of IDEX to commence a tender offer to
purchase all outstanding shares of Microfluidics. The Microfluidics Board of Directors unanimously
determined that the offer and the merger are fair to and in the best interests of Microfluidics and
its shareholders. The Board approved, adopted and declared advisable the merger agreement and the
transactions contemplated by the merger agreement, including the offer, and
recommended that holders of shares of Microfluidics common stock accept the offer and tender their
shares in the offer.
In connection with the acquisition, Global Strategic Partners, LLC (GSP), a wholly-owned subsidiary
of Celgene Corporation (NASDAQ: CELG), has agreed, subject to the same conditions as the offer, to
sell to IDEX the Microfluidics $5,000,000 debenture previously issued to GSP (which is convertible
for shares representing, after giving effect to such conversion, approximately 28% of the
outstanding shares of Microfluidics based on shares outstanding at December 31, 2010) and to cancel
all outstanding warrants to purchase Microfluidics common stock held by GSP.
In addition, Irwin Gruverman, the founder and a major shareholder of Microfluidics, as well as each
of Microfluidics’ directors and executive officers, have agreed to tender their shares in the
offer; these stockholders own shares representing approximately 16% of the outstanding shares of
Microfluidics at December 31, 2010.
The merger agreement provides for a two-step transaction. The first step will be a cash tender
offer for all outstanding Microfluidics common stock, which is expected to commence in January
2011. In a second step merger, any untendered shares of Microfluidics common stock (other than
those of dissenting holders) will be converted into the right to receive the same price paid in the
offer. The tender offer and merger are subject to the satisfaction of customary closing conditions,
including successful tender of a majority of the outstanding shares of Microfluidics common stock.
There are no financing or regulatory conditions to the consummation of the transaction, nor is the
transaction subject to approval by the shareholders of IDEX.
Commenting on the transaction, IDEX Chairman and Chief Executive Officer Larry Kingsley stated, “We
are thrilled that Microfluidics has decided to join the IDEX team. Microfluidics’ leading
technology in particle size reduction and nanoparticle creation adds enabling technology to one of
our key platforms supporting pharmaceutical research and production. Combining Microfluidics with
our Quadro and Fitzpatrick pharma platform will allow for significant growth opportunities across
the globe. We welcome the Microfluidics team to IDEX.”
Microfluidics’ Chief Executive Officer Michael C. Ferrara stated, “Microfluidics has completed a
significant transformation— evolving into an innovative, efficient and financially stable
technology provider with a robust product line that continues to serve as the gold standard for
nanomaterials processing, particularly for pharmaceutical applications. As we look to the future,
we believe the full
potential of our technology can best be realized by a larger company with robust sourcing and
distribution channels and complementary lines of innovative products. We are confident that
IDEX—known as a global leader in the fluidics field across multiple platforms—is the ideal
partner for Microfluidics. We believe that this proposed acquisition best meets the evolving needs
of our global customers while also producing the value and liquidity that our shareholders deserve.
We look forward to working with IDEX to complete the transaction in the first quarter of 2011.”
Latham & Watkins LLP and Hodgson Russ LLP represented IDEX in the transaction. America’s Growth
Capital, LLC served as the financial advisor to Microfluidics and provided a fairness opinion to
the Microfluidics Board of Directors. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. served as
legal counsel to Microfluidics.
About IDEX Corporation
IDEX Corporation is an applied solutions company specializing in fluid and metering technologies,
health and science technologies, dispensing equipment, and fire, safety and other diversified
products built to its customers’ exacting specifications. Its products are sold in niche markets to
a wide range of industries throughout the world. IDEX shares are traded on the New York Stock
Exchange and Chicago Stock Exchange under the symbol “IEX”.
For further information on IDEX Corporation and its business units, visit the company’s Web site at
www.idexcorp.com.
About Microfluidics International Corporation
Microfluidics (OTCBB: MFLU) is the exclusive producer of Microfluidizer® high shear fluid
processors for uniform particle size reduction, robust cell disruption and bottom-up nanoparticle
creation. Used primarily by pharmaceutical, biotechnology, chemical, cosmetic, nutraceutical/food
and energy companies to research, develop and improve products with efficient processes, more than
3,000 Microfluidizer processors are installed at customer sites in 50 countries around the world.
The innovative Microfluidics Technology Center, located at the Company’s headquarters outside
Boston, MA, is staffed by expert engineers with a wide range of nanotechnology and application
experience for Proof of Concept and Process Development services.
By producing smaller particle sizes and a more narrow distribution than other technologies, with
scaleup from lab to production guaranteed, Microfluidics International Corporation enables
companies to create tiny particles that achieve big results. To learn more, visit
www.microfluidicscorp.com.
Conference Call Information
Michael C. Ferrara, President and Chief Executive Officer of Microfluidics, will host a conference
call and live audio webcast at 8:30 A.M. Eastern Time today, January 11, 2011, to discuss the
proposed transaction. Participants are invited to attend the call by
http://www.microfluidicscorp.com/investors and clicking on the webcast visiting link, or by dialing
800-659-1966 (within the United States) or 1 617-614-2711 (outside the United States). The passcode
is 85948002.
A replay will be available for one week beginning approximately two hours after the live call. To
access the replay, dial 888-286-8010 (within the United States) or 1 617-801-6888 (outside the
United States). The relay passcode is 91668867.
Important additional information will be filed with the SEC and distributed to shareholders of
Microfluidics.
This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of
Microfluidics. The tender offer for shares of Microfluidics common stock described in this press
release has not yet been commenced.
At the time the tender offer is commenced, IDEX and its wholly owned subsidiary, Nano Merger Sub,
Inc., intend to file with the SEC and mail to Microfluidics shareholders a Tender Offer Statement
on Schedule TO and related exhibits, including the offer to purchase, letter of transmittal and
other related tender offer documents, and Microfluidics intends to file with the SEC and mail to
its shareholders a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 in
connection with the transaction. These documents will contain important information about IDEX,
Nano Merger Sub, Inc., Microfluidics, the transaction and other related tender offer matters.
Investors and security holders are urged to read each of these documents carefully when they are
available.
Investors and security holders will be able to obtain free copies of the Tender Offer Statement,
the Tender Offer Solicitation/Recommendation Statement and other documents to be filed with the SEC
by IDEX, Nano Merger Sub, Inc. and Microfluidics through the web site maintained by the SEC at
www.sec.gov. In
addition, investors and security holders will be able to obtain free copies of these documents by
contacting the Investor Relations departments of IDEX or Microfluidics.
Contacts:
IDEX Corporation:
Heath Mitts
VP — Corporate Finance
847-498-7070
IDEX Corporation:
Heath Mitts
VP — Corporate Finance
847-498-7070
Microfluidics International Corporation:
Peter Byczko
Vice President of Finance and
Chief Accounting Officer
(617) 969-5452, ext. 243
Peter Byczko
Vice President of Finance and
Chief Accounting Officer
(617) 969-5452, ext. 243
Investor Relations Contact:
Kari Watson or Doug MacDougall
MacDougall Biomedical Communications
(781) 235-3060
Kari Watson or Doug MacDougall
MacDougall Biomedical Communications
(781) 235-3060