Kratos Ups Henry Bros. Bid After Diebold Makes Counteroffer

FAIR LAWN, N.J. — Henry Brothers Electronics Inc. (HBE) announced Kratos Defense &  Security Solutions Inc. has raised its offer for the company to $8.20 a share — or $51 million based on the shares outstanding – trumping a bid from Diebold.

Kratos Defense’s initial offer on Oct. 6 allowed HBE to solicit other proposals during a 40-day “go-shop” period, during which Diebold offered $8 per share in cash prior to the process concluding Nov. 14 at midnight.

Kratos Defense’s latest offer is a premium of 18 percent to HBE’s Friday close of $6.95 on NASDAQ, and 17-percent higher than its original offer of $7 a share or approximately $45 million. HBE shareholders will vote on the Kratos offer on Dec. 9.

Subject to the terms of HBE’s merger agreement with Kratos, HBE is permitted to continue to have discussions with Diebold. However, HBE CEO Jim Henry tells SSI he expects the Kratos deal will be approved.

“Unless there is something that is definitive that the board views as a superior offer, which Kratos would have the opportunity to match, the clock ticks and we keep moving in the direction we are going right now,” Henry says.  

During the go-shop period, HBE’s advisor, Imperial Capital, contacted 117 potential transaction partners “at the request of and on behalf of HBE,” according to a HBE statement. Of those parties contacted, 11 entered into confidentiality agreements and reviewed nonpublic information regarding HBE.

On Nov. 9, Diebold submitted a nonbinding proposal to acquire all of the outstanding shares of HBE common stock for $8 per share in cash, according to the statement.

After inquiring whether it would continue to pursue HBE, Diebold responded in a statement to SSI that as a matter of policy it does not comment on specific activities related to its corporate development program.

The statement continued: “We have previously communicated that the company’s M&A strategy would focus on smaller, bolt-on acquisitions related to our current lines of business, particularly as it relates to expanding our services offerings and growing our enterprise security business – two of our of key corporate growth initiatives.”

Henry and HBE Vice Chairman Richard Rockwell, who together own about 60 percent of the company’s shares, had agreed to vote in favor of the Kratos deal. HBE said it still unanimously recommended the proposed Kratos deal.

The integrator’s board of directors “has not withdrawn, changed or otherwise modified its unanimous recommendation in favor of the proposed merger with Kratos,” according to HBE.


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