According to the complaint filed September 09, 2010, on August 16, 2010, the defendants announced that they had entered into a definitive Agreement and Plan of Merger dated August 16, 2010, whereby ICXT would acquire all outstanding shares of for $7.55 in cash per share in a transaction valued at approximately $274 million.
Specifically, under the terms of the Merger Agreement, the defendants announced that Merger Sub would commence a cash tender offer to purchase all of the outstanding shares of ICXT common stock for $7.55 per share in cash ("Tender Offer") and will acquire any ICXT shares not purchased in the Tender Offer in a second-step merger at the same price per share paid in the tender offer.
The press release stated that the Tender Offer is conditioned on the tender of at least a majority of the outstanding shares of ICXT common stock. In pursuing the allegedly unlawful plan to facilitate the acquisition of ICXT by FUR for grossly inadequate consideration, through a flawed process and based upon grossly inadequate disclosures, the defendants violated applicable law.
A similar class action complaint has also been filed in the U.S. District Court for the District of Delaware.
On October 26, 2010, the Court consolidated Jackrel, McGowan, and Schiffer into a consolidated case styled In re ICx Technologies, Inc. Shareholder Class Action, Consolidated Civil Action No. 1:10cv941. After negotiations, all parties to the Actions reached an agreement-in-principle and adopted the memorandum of
understanding signed on September 16, 2010 (the “MOU”) that was subject to the filing of the aforementioned additional disclosures in the Schedule TO and 14D-9 and additional confirmatory discovery (previously defined as the “Settlement”). The MOU further provided for a fifteen-day extension of the time in which non-tendering ICx shareholders could seek an appraisal.
According to the docket for In re ICx Technologies, Inc. Shareholder Class Action, Consolidated Civil Action No. 1:10cv941, the settlement was approved on July 8, 2011.