SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
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INTELLIGENT CONTROLS, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
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and 0-11.
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COMPANY NEWS RELEASE
CONTACT: Roger E. Brooks - 207-283-0156 Ext 121
FRANKLIN ELECTRIC AND INCON REACH MERGER AGREEMENT - INCON WOULD BECOME
PART OF FRANKLIN'S FUELING SYSTEMS BUSINESS
SACO, MAINE - April 25, 2002 - Intelligent Controls, Inc. (INCON) - (AMEX
symbol: ITC), announced today that it has entered into a merger agreement
with Franklin Electric Co., Inc. (NASDAQ symbol: FELE). Under the proposed
merger, INCON would become a wholly-owned subsidiary of Franklin. INCON is
a manufacturer of software and electronic measurement systems for the
petroleum and utility industries. Franklin Electric, a technical leader in
electric motors, drives and controls, is the world's largest manufacturer
of submersible water and fueling system motors, a manufacturer of
underground fueling systems hardware and flexible piping systems and a
leader in engineered industrial motor products.
INCON shareholders would receive approximately $18 million, or $3.95 per
share, for all outstanding INCON stock. All consideration would be paid in
cash. The merger is subject to INCON shareholder approval and other
specified conditions, and is targeted for completion by the end of June.
Roger E. Brooks, President & CEO of INCON, said; "We are excited about
joining Franklin Fueling Systems' strong lineup, alongside the FE Petro,
EBW and APT brands. With the addition of INCON's fuel management software
and hardware, FFS will offer even more extensive product capability for the
petroleum equipment market, targeting opportunities for system integration
that result in enhanced customer value. INCON's strong product
development, high quality/low cost manufacturing and marketing/selling
will definitely benefit from Franklin's financial resources, broad family
of products and large customer base."
William H. Lawson, Chairman, Chief Executive Officer and President of
Franklin Electric Co., Inc added; "The acquisition of INCON together with
the recent acquisition of the Campo/Miller 'Auto-Learn' technology
significantly strengthens Franklin Fueling Systems' product offerings of fuel
management and electronic line leak detection systems."
Intelligent Controls, Inc. is a leading supplier of software, fuel
management systems (FMS) and line leak detection equipment for the
petroleum industry, as well as intelligent electronic devices (IEDs) and
power reliability systems (PRS) for the power utility market and other
industrial applications. Additional information about INCON may be found
on its web-site at www.incon.com.
FORWARD-LOOKING STATEMENT DISCLAIMER. THIS PRESS RELEASE CONTAINS
STATEMENTS THAT ARE NOT HISTORICAL FACTS AND ARE CONSIDERED "FORWARD-
LOOKING STATEMENTS" (AS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995), INCLUDING STATEMENTS CONCERNING THE EXPECTED TIMING AND
BENEFITS OF THE MERGER. CONSUMMATION OF THE MERGER INVOLVES VARIOUS
UNCERTAINTIES, INCLUDING THE RISK OF MATERIAL ADVERSE CHANGES IN INCON'S
BUSINESS OR FINANCIAL CONDITION OR OTHER FUTURE EVENTS NOT IN THE CONTROL
OF THE PARTIES, WHICH COULD CAUSE ONE OR MORE OF THE CLOSING CONDITIONS
STATED IN THE MERGER AGREEMENT NOT TO BE SATISFIED. IN ADDITION, THERE CAN
BE NO ASSURANCE THAT EXPECTED FUTURE BENEFITS OF THE MERGER WILL BE
ACHIEVED.
ADDITIONAL INFORMATION. INCON WILL FILE WITH THE SECURITIES AND EXCHANGE
COMMISSION A PROXY STATEMENT CONTAINING IMPORTANT INFORMATION ON THE
PROPOSED MERGER AND ON THE IDENTITY AND INTERESTS OF PERSONS WHO, UNDER SEC
RULES, MAY BE CONSIDERED PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR
THIS TRANSACTION. ONCE FILED, THE PROXY STATEMENT WILL BE AVAILABLE
WITHOUT CHARGE AT THE SEC'S WEB SITE AT WWW.SEC.GOV. A COPY OF THE
DEFINITIVE PROXY STATEMENT WILL BE MAILED TO SHAREHOLDERS. INVESTORS ARE
URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE.