FILED BY GENERAL ELECTRIC COMPANY
PURSUANT TO RULE 425 UNDER THE
SECURITIES ACT OF 1933
SUBJECT COMPANY: INTERLOGIX, INC.
COMMISSION FILE NO. 0- 24900
[LETTERHEAD OF GE INDUSTRIAL SYSTEMS]
PRESS RELEASE
FOR RELEASE 7:30 A.M. EST 12/18/01
GE INDUSTRIAL SYSTEMS TO ACQUIRE INTERLOGIX, INC.
Plainville, Connecticut and Austin, Texas- December 18, 2001- GE Industrial
Systems, a division of General Electric Company (NYSE: GE), and Interlogix, Inc
(NASDAQ: ILXI), the global electronic security company headquartered in Austin,
TX announced today that they have signed an agreement for GE to acquire
Interlogix. The transaction, which is subject to government approvals and other
customary conditions, is expected to close in the first quarter of 2002. GE has
agreed to pay the equivalent of $38.86 for each Interlogix share consisting of
50% cash and 50% GE stock. A stockholder, who holds approximately 80% of the
current outstanding shares of Interlogix, has concurrently signed an agreement
to tender its shares in favor of the transaction.
Interlogix manufactures a wide array of electronic security products and systems
for commercial, industrial and residential use. Primary business segments are
Security and Lifesafety, Enterprise Technologies and Key Management. Annual
revenues are in excess of US$600 million.
"Interlogix is a strong global company that will provide us with leading-edge
technology in the security arena, offering us an attractive new platform to
enhance our continued growth. These innovative technologies will be particularly
important as the demand for security products and systems continues to
increase," said Lloyd Trotter, President and Chief Executive Officer of GE
Industrial Systems. "In addition, these products will
complement many of the industrial components already manufactured by
our business, allowing us to better serve our customers with a broader, more
diversified portfolio of products, systems and services to meet their needs."
INTERLOGIX IS COMPRISED OF THREE PRINCIPAL DIVISIONS:
o SECURITY AND LIFESAFETY: A global provider of wired and wireless
intrusion and fire protection components and systems.
o ENTERPRISE TECHNOLOGIES: Leading edge systems for digital surveillance
and video image storage / retrieval. Interlogix has the capability to
integrate all surveillance and access control functionality into a
single enterprise wide system for global companies.
o KEY MANAGEMENT: A supplier of products and services for multiple remote
site entry, mobile access and information management and asset tracking
/ control.
Ken Boyda, President and Chief Executive Officer, Interlogix, Inc., commented,
"Interlogix as a part of GE Industrial Systems will create a dynamic force
within the global security products and services industry. GE Industrial
Systems' core business, coupled with Interlogix' solution-driven product
offering and leading-edge technology platforms, will produce a broad and
diversified product portfolio. The electronic security industry has changed
dramatically over the past three years, and we recognize the strategic
importance of being a part of a company that affords the benefits of size and
scale, and a commitment to industry leadership."
UBS Warburg has acted as financial advisor to Interlogix. Goldman,
Sachs & Co. has acted as financial advisor to GE.
ABOUT GE INDUSTRIAL SYSTEMS
GE Industrial Systems is a global leader in manufacturing products used to
distribute, protect and control electrical power and equipment and in supplying
product and service solutions for commercial, industrial, residential and
utility applications. GE Industrial Systems is one of GE's major businesses. GE
is the world's largest diversified
technology, manufacturing and services company with a commitment to
achieving worldwide leadership. For more information visit the website at
WWW.GEINDUSTRIAL.COM.
General Electric Company is listed on the New York Stock Exchange (ticker: GE).
ABOUT INTERLOGIX INC
Interlogix is a global technology leader dedicated to supporting the needs of
the rapidly growing electronic security industry and to expanding current
technologies, products and services that create revenue growth opportunities for
its customers. Committed to the ongoing success of its partners and affiliates,
Interlogix maintains a sharp focus on product, systems and service innovation,
world-class manufacturing practices and operational excellence. Further
information about Interlogix, Inc. can be found at WWW.INTERLOGIXINC.COM
Interlogix, Inc. is listed on the NASDAQ Exchange (ticker: ILXI).
Interlogix and the Interlogix logo are trademarks of Interlogix, Inc. All rights
reserved.
CORRECTED RULE 425 LEGEND: THIS NEWS RELEASE SHALL NOT CONSTITUTE AN OFFER OF
ANY SECURITIES FOR SALE. GE WILL PREPARE AND FILE A REGISTRATION STATEMENT ON
FORM S-4 AND SCHEDULE TO AND THE PRELIMINARY PROSPECTUS, SUPPLEMENTS, FINAL
PROSPECTUS AND OTHER EXCHANGE OFFER DOCUMENTS AND INTERLOGIX MAY FILE A
RELATED SOLICITATION STATEMENT. COPIES OF THESE DOCUMENTS WILL BE PROVIDED TO
STOCKHOLDERS OF INTERLOGIX CORPORATION. IN ADDITION, THE REGISTRATION
STATEMENT AND OTHER RELEVANT DOCUMENTS CONCERNING THE TRANSACTION WILL BE
FILED WITH THE SECURITIES EXCHANGE COMMISSION AND COPIES WILL BE AVAILABLE
FREE OF CHARGE FROM THE COMMISSION'S WEBSITE (WWW.SEC.GOV) AND FROM GE
INDUSTRIAL SYSTEMS AND INTERLOGIX. THESE DOCUMENTS WILL CONTAIN IMPORTANT
INFORMATION, AND INVESTORS ARE URGED TO READ THESE DOCUMENTS ONCE THEY BECOME
AVAILABLE. INVESTORS SHOULD READ THE REGISTRATION STATEMENT CAREFULLY WHEN IT
BECOMES AVAILABLE BEFORE MAKING ANY INVESTMENT DECISIONS.
THIS NEWS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS. THE FOLLOWING FACTORS,
AMONG OTHERS, COULD CAUSE THE ACTUAL RESULTS OF THE ACQUISITION TO DIFFER
MATERIALLY FROM GE INDUSTRIAL SYSTEM'S EXPECTATIONS: THE ABILITY TO TIMELY AND
FULLY REALIZE THE EXPECTED COST SAVINGS AND REVENUES; COMPETITION; CHANGES IN
ECONOMIC CONDITIONS. GE INDUSTRIAL SYSTEMS DOES NOT
ASSUME ANY DUTY TO UPDATE FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS INVOLVE
KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY. SUCH STATEMENTS ARE BASED ON INFORMATION AVAILABLE
AS OF THE DATE HEREOF, AND ARE MADE ONLY AS OF THE DATE HEREOF. TO THE EXTENT
THAT SUCH STATEMENTS RELATE TO THE PROPOSED ACQUISITION REFERRED TO IN THIS
RELEASE, THERE IS A RISK, AMONG OTHERS, THAT THE TRANSACTION MIGHT NOT BE
COMPLETED.
CONTACT:
Anne Witkavitch
Manager - Communications & Public Affairs
GE Industrial Systems
Tel: 860-747-7461
Fax: 860-747-7393
Email: ANNE.WITKAVITCH@INDSYS.GE.COM
CONTACT:
Michael S. Lafair
Vice President and General Counsel
Interlogix, Inc.
Tel: 512-381-2760
Fax: 512-381-1773
Email: michael.lafair@interlogixinc.com