Michael J. Clarke
SALTO Systems, a manufacturer of electronic access control solutions, will showcase its latest products and a new showroom at the 27th annual ASIS NYC Security Conference and Expo in June.Networking with peers from public and private sectors“ASIS NYC is an excellent opportunity for SALTO Systems to share our electronic lock innovations with our peers in the security industry, especially since we just launched our new SALTO XSperience product showcase and training centre just a few miles away from the ASIS NYC conference location,” said Michael J. Mahon, Senior Vice President Commercial Sales, SALTO Systems.ASIS NYC is an annual two-day event that features education sessions on current security issues, an expo of more than 100 solution providers, and networking opportunities with more than 2,500 peers from the public and private sectors. The conference will be held June 7-8, 2017, at the Javits Centre in New York City. It is hosted by the New York Chapter of ASIS International, an organisation of security professionals.Electronic access control products on displayHighlights at SALTO Systems Booth 514 will include: SALTO XSperience Centre NYC: SALTO’s new XSperience Centre—conveniently located at 1250 Broadway—is packed with a broad range of our quality products that can be used to secure access points from high traffic doors, exit devices, glass doors, lockers, cabinets, and beyond to efficiently extend security to more areas of an installation. The XSperience centre is the perfect destination for dealers, end users and others interested in training or product information. XS4 Mini: SALTO’s ANSI-compatible XS4 Mini escutcheon’s easy-to-install design makes it simple for security professionals to upgrade and replace mechanical-key-operated door locks with the latest electronic access control solution. The XS4 Mini offers quality zinc alloy construction and Mifare-DESFire and BLE technologies allowing it to work with conventional smart cards and SALTO’s JustIN Mobile app for all users. AElement with BLE: SALTO’s AElement is the minimalist RFID wireless electronic lock with stylish design that can now be opened using BLE. The AElement product line integrates all physical security needs in an energy efficient and easy-to-manage system that’s totally wire-free and networked. JustIN Mobile App: JustIN Mobile replaces the need for a physical access card by securely sending a mobile key Over the Air (OTA) from SALTO’s ProAccess SPACE management software to an iOS or Android device. SALTO KS provides a flexible management system that requires no software installation ProAccess SPACE 3.0: ProAccess SPACE offers a web-based, easy-to-use access control platform with a user-centred interface designed for maximum efficiency in managing users and doors. The latest version has several new features, including: alarm events management; mobile apps audit and relay information on door openings; HTML5 support for basic software license; enhanced sorting and filtering options and much, much more. SALTO KS Keys As A Service: Clay by SALTO has been redesigned and readapted as a new cloud-based product improvement called SALTO KS Keys as a Service. Incorporating SALTO’s proven reliability and stability in cloud-based access control, SALTO KS provides a flexible management system that requires no software installation or the added expense of a fully-wired electronic product. All that is needed is an online device with an Internet connection. Providing end users with cloud-based SALTO KS Keys as a Service offers better functionality and performance, reduces cost, and almost eliminates the need for maintenance. Software House C-CURE Integration: Software House’s C-CURE 9000 integration with SALTO offline locks allows communication with the SALTO server and control of cardholder access permissions to offline locks directly from the C-CURE 9000 system. Seamless interface supports bi-directional communication with the SALTO system using Salto Host Interface Protocol (SHIP).
Melrose Industries PLC will acquire Nortek, Inc. for $86 per share in cash Nortek, Inc., a provider of air management and technology-driven solutions for residential and commercial applications, recently announced that it has signed an agreement and plan of merger with Melrose Industries PLC, a UK listed public company and Nevada Corp., a newly created wholly owned subsidiary of Melrose, to be acquired by Melrose for $86.00 per share in cash -- an estimated total enterprise value of approximately $2.8 billion. The Purchase Price represents a premium of approximately 38% to Nortek's closing price on July 5, 2016, and a premium of approximately 80.4% to the volume weighted average price over the prior six month period. The merger agreement Pursuant to the terms of the Merger Agreement, Nevada Corp. will conduct an all-cash tender offer for 100% of Nortek's common stock and, subject to the successful completion of the Offer, Nevada Corp. will merge with and into Nortek resulting in Nortek becoming a wholly owned subsidiary of Melrose. The Merger Agreement was unanimously approved by Nortek's and Melrose's Boards of Directors. Under the terms of the Merger Agreement, Melrose will commence the Offer as promptly as practicable and in any event by no later than July 11, 2016. Any shares of Nortek common stock not tendered in the Offer will be acquired by Melrose in the Merger and the holders thereof will be entitled to receive the Purchase Price. The Nortek Board intends to recommend that Nortek stockholders tender their shares to Melrose in the Offer. Closing of the transactions The closing of the Transactions is subject to Nortek stockholders validly tendering more than 50% of the outstanding shares of Nortek common stock prior to the expiration of the Offer. Certain stockholders of Nortek, affiliated with each of Ares Management LLC, Anchorage Advisor Management LLC and Gates Capital Management, Inc., owning approximately 68.7% of the outstanding shares of Nortek common stock in the aggregate, have entered into tender and support agreements with Melrose, pursuant to which such stockholders have agreed to tender their shares in the Offer, subject to certain limited termination rights. In addition, the Transactions will require the approval of Melrose's shareholders at a meeting that is expected to occur on July 25, 2016, as well as certain regulatory approvals and other customary closing conditions. Melrose's shareholders will be voting on three resolutions related to the Transactions, two of which require a simple majority of the votes cast to approve and one that requires 75% of the votes cast to approve. The Merger Agreement does not contain a financing condition. The Transactions are expected to close by August 31, 2016. The Merger Agreement also provides for a window shop period through August 6, 2016, during which, subject to certain procedures outlined in the Merger Agreement, Nortek may enter into discussions and negotiations with third parties that submit an unsolicited proposal to acquire the Company. Should Nortek agree to accept a superior proposal prior to 11:59 p.m. (Eastern time) on August 6, 2016, Nortek would be required to pay to Melrose a termination fee equal to $50 million. For further information relating to the terms of the Merger Agreement and a complete copy of the Merger Agreement please see the Current Report on Form 8-K that will be filed by Nortek with the Securities and Exchange Commission today. Premium for shareholders "We are very pleased to have reached the proposed agreement with Melrose Industries, which represents a significant premium for our shareholders," said Nortek's President and Chief Executive Officer Michael J. Clarke. "We believe this partnership with Melrose will enhance Nortek's ability to further leverage its industry-leading brands and market positions to continue driving profitable growth. We believe this transaction will be a positive for our employees and customers alike." "We have watched and admired Nortek's progress and we are convinced we can steer this fine business to achieve its full potential," said Melrose's Chairman Christopher Miller. "We see a company full of hard-working, dedicated people who are really good at what they do. We can harness those strengths by meaningful long term investment and a vision based on our own experience in similar and relevant markets down the years. Melrose has been a highly successful custodian and builder of US businesses and we are confident that we can bring that expertise to build Nortek for the long term." Barclays, Citi and RBC Capital Markets are acting as financial advisors and Weil, Gotshal & Manges LLP is acting as legal counsel to Nortek. Nomura International is acting as financial advisor and Simpson Thacher & Bartlett LLP is acting as legal counsel to Melrose.
Numera’s mobile platforms provide seniors and those with special needs with personal security Nortek Security & Control LLC, a Nortek, Inc. company and a leader in the residential and commercial security and smart control markets, recently announced it acquired mobile personal emergency response system (mPERS) and telehealth business assets from privately held Numera, Inc. Safety and health monitoring services Headquartered in Seattle, Numera creates best-in-class, easily implemented, mobile PERS products and cloud-based software platforms that enable providers and healthcare-related companies to create new safety and health monitoring services for their customers. These services extend beyond PERS to the healthy aging, chronic condition management and post-acute care markets. Oppenheimer & Co. Inc. acted as exclusive financial advisor to Numera. Numera Libris, an industry-leading mobile PERS solution, integrates safety and health monitoring capabilities in one small, convenient-to-wear and easy-to-use mobile device. Libris features instant hands-free communication, automated fall detection, location services and two-way voice communication, and is designed to operate virtually anywhere. Combining technologies “Acquiring this business is an important technology initiative for our Security & Control Solutions segment,” said Nortek President and Chief Executive Officer Michael J. Clarke. “Combining Numera’s mobile PERS technologies with Nortek’s traditional PERS and on-premises security and home automation offerings will position us at the forefront of today’s aging-in-place technology trends. It also provides us with a point of entry and the opportunity to lead in an evolving, fast-growing market, as well as the potential to realise top-line synergies by cross selling between Nortek’s existing home security and PERS dealer networks and Numera’s impressive client base.” “The markets for premises and personal security are converging, and our dealers are looking to suppliers to address this convergence,” said Michael O’Neal, president of Nortek Security & Control. “Nortek is firmly established as a leading supplier of traditional PERS solutions within the home, and Numera’s mobile platforms provide seniors and those with special needs with personal security whether at home or away. In addition, Numera’s health status monitoring capabilities target the rapidly emerging telehealth market, making the transaction an even more exciting opportunity for us.” According to the U.S. Centers for Disease Control and Prevention, more than one in three seniors fall each year, costing the U.S. healthcare system more than $34 billion annually, with 43 percent of these falls occurring outside the home. With the population aging, both the number of falls and the costs to treat related injuries are likely to increase. “With Nortek, Numera will continue to deliver on its vision of integrating personal safety and emergency response with proactive health services, allowing seniors and their caregivers to manage important life and safety events, regardless of their location,” said Numera Chief Executive Officer Tim Smokoff. “This marriage blending Numera’s health and wellness solution expertise with Nortek’s market leading smart control offerings positions the company to take full advantage of this rapidly growing market opportunity.”
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