Intermec to acquire Vocollect

Intermec, Inc. has announced that the company has entered into a definitive agreement under which Intermec will acquire Vocollect, Inc., the industry-leading provider of voice-centric solutions for mobile workers worldwide. Vocollect is privately held by Riverside Partners, a Boston-based private equity firm and private investors. Both companies Boards of Directors have unanimously approved the $190 million all-cash offer.

With over 1,500 customers and 300,000 users globally, Vocollect will broaden Intermecs applications and solution offerings in the warehouse workflow and help to establish a leading position in software-oriented solutions. The acquisition will also extend Vocollects voice solutions into the rapidly growing markets served by Intermec and its channel partners.

This acquisition is a major step for Intermec in building a software-centric solutions business in the warehouse, the largest AIDC deployment environment, said Patrick Byrne, Intermecs president and chief executive officer. For many years, Vocollect has built the premier set of voice-centric warehouse solutions and has achieved a strong global market leading position. The adoption of voice in the warehouse is developing rapidly and we expect this technology to provide significant long-term growth opportunities for Intermec. When combined with Intermecs industry leading products and customer relationships, the acquisition will establish Intermec as a clear market leader in warehouse solutions and give us the talent and technology base for creating unique new market focused solutions in the AIDC industry.

We are excited about the combination with Intermec, said Joe Pajer, Vocollects president and chief executive officer, Working together, we believe we can accelerate the adoption of voice 2 centric solutions on a global basis and create new innovative warehouse solutions capabilities for our customers and partners.
Upon completion of the transaction, Joe Pajer will lead the Intermec Voice Solutions business and report to Patrick Byrne, Intermecs president and chief executive officer.

-Vocollect is the global leader in voice-centric solutions in warehouse applications
-Transaction to expand Intermec product and application breadth in warehouse and mobility solutions
-Establishes entry into fast growing voice solutions in industrial applications with expanded channel partnerships and software-centric solutions business
-All cash transaction is expected to be accretive to Intermec earnings on a GAAP basis

KEY FINANCIAL HIGHLIGHTS

Intermec expects that its combination with Vocollect will accelerate the Companys revenue growth above current market growth rate projections. Based on Vocollects unaudited financial statements for fiscal 2010:
We expect Vocollects 2010 revenues will approximate $120 million.
 
The Vocollect business is expected to deliver double digit future revenue growth.
 
In fiscal year 2011, upon completion, the transaction is expected to generate annual revenue synergies of approximately $10 million and is expected to be accretive to Intermecs earnings per share.
 
TERMS OF AGREEMENT

Under the agreement, Vocollect will be merged with a wholly-owned subsidiary of Intermec. Vocollect stockholders will receive an aggregate cash purchase price of $190 million, subject to adjustment following closing. Completion of the transaction, which is expected to close in the first quarter of calendar year 2011, is subject to expiration or termination of the applicable Hart-Scott-Rodino waiting periods, and other regulatory and customary conditions as provided in the merger agreement.  Goldman Sachs acted as exclusive financial advisor to Intermec, Inc., in connection with this transaction.