UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed by
the Registrant
x
Filed by
a Party other than the Registrant
o
Check the
appropriate box:
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o
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Preliminary
Proxy Statement
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o
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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x
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Soliciting
Material Pursuant to
§240.14a-12
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HENRY
BROS. ELECTRONICS, INC.
(Name
of Registrant as Specified In Its Charter)
______________________________________________
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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o
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.
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1)
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Title
of each class of securities to which transaction applies:
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2)
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Aggregate
number of securities to which transaction applies:
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3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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4)
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Proposed
maximum aggregate value of transaction:
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5)
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Total
fee paid:
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o
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Fee
paid previously with preliminary
materials.
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o
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11
(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its
filing.
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1)
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Amount
Previously Paid:
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2)
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Form,
Schedule or Registration Statement No.:
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3)
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Filing
Party:
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4)
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Date
Filed:
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Filed
by Henry Bros. Electronics, Inc.
Pursuant
to Rule 14a-12
Under
the Securities Exchange Act of 1934
Subject
Company: Henry Bros. Electronics, Inc.
Commission
File No.: 001-16779
The
following is the text of a press release issued by Henry Bros. Electronics, Inc.
on October 6, 2010:
HENRY
BROTHERS ELECTRONICS TO BE ACQUIRED BY KRATOS DEFENSE & SECURITY SOLUTIONS
FOR APPROXIMATELY $45 MILLION
FAIR LAWN, N.J., October 6, 2010
–
Henry Bros. Electronics, Inc.
(NASDAQ: HBE),
a turnkey provider of
technology-based integrated electronic security solutions, announced today that
it has entered into a definitive agreement with Kratos Defense & Security
Solutions (NASDAQ: KTOS) to acquire all outstanding shares of HBE common stock
for a purchase price of approximately $45 million in cash, or $7.00 per HBE
share of common stock.
The
transaction is subject to the satisfaction of customary closing conditions,
including approval by the holders of a majority of the outstanding shares of
HBE, and also provides for a 40 day “go shop” period. Mr. Henry, Mr.
Rockwell and all other directors of HBE, who collectively hold approximately 60%
of HBE’s shares outstanding, have agreed to vote their shares in favor of the
anticipated merger. Additionally, Mr. Henry has committed to purchase
Kratos common stock in the open market at prevailing market prices using a
portion of his share of the proceeds from the merger following the transaction
closing. Imperial Capital LLC advised HBE and rendered a fairness
opinion to the HBE board of directors in connection with the approval of the
transaction by the board.
“This
transaction combines two leaders in the defense and security solutions market,
creating a great opportunity for our organization, customers and shareholders,”
stated Jim Henry, President and CEO of HBE. “As a much larger
organization, the combined company will be better able to establish a presence
in targeted markets with the potential for significant growth opportunities, as
well as enhanced service opportunities in certain key markets and
industries.”
Eric
DeMarco, Kratos’ President and CEO, said, “Henry Brothers is clearly one of the
premier Homeland and National Security Solution Providers and Command and
Control Center Design Engineering and Operators in the industry
today. We see the opportunity for significant cross selling between
the two businesses, including for Henry Brothers’ proprietary first responder
communications products and solutions. Additionally, we see the
opportunity to cross sell into HBE’s large and established customer base Kratos’
NeuralStar and DopplerVue situational awareness, security network management,
protection and cybersecurity software products.
This
transaction is expected to close by the end of 2010.
About
Henry Bros. Electronics, Inc.
Henry
Bros. Electronics (NASDAQ: HBE) provides technology-based integrated electronic
security systems, services and emergency preparedness consultation to commercial
enterprises and government agencies. HBE has offices in Arizona,
California, Colorado, Maryland, New Jersey, New York, Texas and
Virginia. For more information, visit
http://www.hbe-inc.com.
About
Kratos Defense & Security Solutions
Kratos
Defense & Security Solutions, Inc. (NASDAQ: KTOS) provides mission critical
products, services and solutions for United States National
Security. Principal products, services and solution offerings relate
to and support C5ISR, weapon systems sustainment, military weapon range
operations and technical services, network engineering services, information
assurance and cybersecurity solutions, security and surveillance systems, and
critical
infrastructure security system design and integration
. Kratos is
headquartered in San Diego, California, with resources located throughout the
U.S. and at key strategic military locations. News and information are available
at www.KratosDefense.com.
Important
Additional Information will be Filed with the SEC
This
press release may be deemed to be proxy solicitation material in respect of the
proposed transaction. In connection with the proposed
transaction, HBE will file or furnish relevant documents, including a proxy
statement, concerning the proposed transaction with the SEC.
Investors and stockholders of HBE are urged to read the proxy statement and
other relevant materials when they become available because they will contain
important information about HBE and the proposed transaction. The
final proxy statement will be mailed to HBE’s stockholders.
Investors
and stockholders may obtain a free copy of the proxy statement and any other
relevant documents filed or furnished by HBE with the SEC (when available) at
the SEC’s Web site at www.sec.gov. In addition, investors and
stockholders may obtain free copies of the documents filed with the SEC by HBE
by contacting HBE's Corporate Secretary at (201) 794-6500 or by going to the SEC
Filings website portion of HBE's website at www.hbe-inc.com.
HBE and
its directors and certain executive officers may be deemed to be participants in
the solicitation of proxies from HBE’s stockholders in respect of the proposed
transaction. Information about the directors and executive officers
of HBE and their respective interests in HBE by security holdings or otherwise
will be set forth in the proxy statement that will be filed by HBE with the
SEC. Stockholders may obtain additional information regarding the
interests of HBE and its directors and executive officers in the merger, which
may be different than those of HBE’s stockholders generally, by reading the
proxy statement and other relevant documents regarding the merger, when filed
with the SEC. Each of these documents is, or will be, available as
described above.
Forward-Looking
Statements
This
press release contains certain “forward-looking statements” within the meaning
of the safe harbor provisions of the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements are statements that are not
historical facts. Words such as “expect(s)”, “feel(s)”, “believe(s)”, “will”,
“may”, “anticipate(s)”, “intend(s)” and similar expressions are intended to
identify such forward-looking statements. These statements include, but are not
limited to, the expected timing of the acquisition; the ability of Kratos and
HBE to close the acquisition; and statements regarding future performance. All
of such information and statements are subject to certain risks and
uncertainties, the effects of which are difficult to predict and generally
beyond the control of HBE, that could cause actual results to differ materially
from those expressed in, or implied or projected by, the forward-looking
information and statements. These risks and uncertainties include, but are not
limited to: (i) uncertainties associated with the acquisition of HBE by Kratos,
(ii) uncertainties as to the timing of the merger; (iii) failure to receive
approval of the transaction by the stockholders of HBE; (iv) the ability of the
parties to satisfy closing conditions to the transaction; (v) changes in
economic, business, competitive, technological and/or regulatory factors; and
(vi) those risks identified and discussed by HBE in its filings with the SEC.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this press
release. Neither Kratos nor HBE undertakes any obligation to
republish revised forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated
events. Readers are also urged to carefully review and consider the
various disclosures in HBE’s SEC periodic and interim reports, including but not
limited to its Annual Report on Form 10-K for the fiscal year ended December 31,
2009, Quarterly Reports on Form 10-Q for the fiscal quarters ended March
30, 2010 and June 30, 2010 and Current Reports on Form 8-K filed from time to
time by HBE. All forward-looking statements are qualified in their
entirety by this cautionary statement.
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Investor Contacts:
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Todd Fromer
KCSA Strategic Communications
212-896-1215
tfromer@kcsa.com
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Jim Henry, Chief Executive Officer
Henry Bros. Electronics, Inc.
201-794-6500
jhenry@hbe-inc.com
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