Honeywell International Inc. (NYSE:HON) signed a definitive agreement to acquire Intermec, Inc. (NYSE:IN) from a group of shareholders for approximately $630 million in cash on December 9, 2012. The group of sellers include, BlackRock, Inc. (NYSE:BLK), Kemper Corporation (NYSE:KMPR), GAMCO Investors, Inc. (NYSE:GBL), GAMCO Investors, Inc. (NYSE:GBL), GAMCO Investors, Inc. (NYSE:GBL), Cramer Rosenthal McGlynn, LLC and others. Under the terms of the agreement, Honeywell will pay $10 per share and will pay $10 for the restricted common stock, performance share units and common shares deferred by directors. In connection with the termination of the merger agreement under specified circumstances, Intermec will be required to pay Honeywell a termination fee equal to $24 million. In addition, in the event the merger agreement is terminated by either Honeywell or Intermec due to a failure to obtain required anti-trust approvals under specified circumstances, Honeywell will be required to pay Intermec a termination fee equal to $24 million.

The transaction is subject to the approval of Intermec stockholders, the expiration or termination of anti-trust waiting periods or approvals, as applicable, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, regulatory approvals and customary closing terms and conditions. The transaction has been approved unanimously by both Honeywell and Intermec Boards of Directors, acting upon the unanimous recommendation of the special committee. The transaction is expected to close by the end of the second quarter 2013. The transaction would be dilutive in 2013 by three to four cents, the estimated impact is included in the Honeywell's announced 2013 earnings per share guidance range, and Honeywell anticipates Intermec to be accretive in 2014.

As on February 15, 2013, Intermec has filed definitive proxy materials with the Securities and Exchange Commission. A special meeting of the stockholders of Intermec will be held on March 19, 2013. As on March 19, 2013, Intermec stockholders approved the transaction. As on June 10, 2013, Intermec extended the termination date under the terms of agreement from June 10, 2013 to October 10, 2013. As of June 14, 2013, the transaction was approved by European Commission.

As on September 17, 2013, Intermec, Inc. had received notification from the Federal Trade Commission that because the FTC's investigation of the merger had been concluded based on the consent decree relating to the merger approved by the FTC on September 13, 2013, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, relating to the merger had been terminated. FTC clearance is the final regulatory approval expected. Intermec expects to complete the merger by September 17, 2013, subject to the satisfaction or waiver of the remaining closing conditions relating to the merger.

BofA Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as financial advisor and Stewart M. Landefeld of Perkins Coie LLP acted as legal advisor for Intermec. David Reno and Robin Weinberg of Sard Verbinnen and Co. acted as Public Relations advisors for the transaction. David Robbins of Bingham McCutchen LLP acted as legal advisor for Honeywell. David Robbins, Russ Isaia, Amy Mugherini, Mia Weber Tindle, Jacqueline Cookerly Aguilera, Janice Liu, Eileen Cahill, Sina Rezvanpour, David Owen, Lise Lipowsky, Jasmine Bramble, Amber Sommer, Iciar Garcia and Brett Martino of Bingham McCutchen LLP acted as legal advisor for Honeywell. David Schwartzbaum and Joe Gangitano of Greenberg Traurig acted as legal advisor to BofA Merrill Lynch, Pierce, Fenner & Smith Incorporated. Deutsche Bank Securities Inc. acted as financial advisor for Honeywell International Inc. Marc Israel of Macfarlanes LLP acted as legal advisor for Intermec. MacKenzie Partners, Inc. acted as information agent for Intermec and will receive a fee for its services of $50,000 and expense reimbursement. Intermec has agreed to pay BofA Merrill Lynch for its services in connection with the merger an aggregate fee currently estimated to be approximately $9 million, $1 million of which was payable upon delivery of its opinion and the remainder of which is contingent upon the completion of the merger. O'Melveny & Myers LLP acted as legal advisor to Honeywell International.

Honeywell International Inc. (NYSE:HON) completed the acquisition of Intermec, Inc. (NYSE:IN) from a group of shareholders on September 17, 2013.