Vicon and IQinVision merge, form $56m business

Vicon wll now have in-house megapixel camera technology
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Monday, March 31, 2014

EDGEWOOD, N.Y. and SAN JUAN CAPISTRANO, Calif.—On the eve of ISC West, publicly traded Vicon and privately held IQinVision announced a plan to merge, creating a $56 million company.

Vicon is a provider of VMS software, NVRs, and other devices based in Edgewood, N.Y. IQinVision manufactures IQeye HD megapixel IP cameras, and is based in San Juan Capistrano, Calif.
 
“IQinVision’s core technology is megapixel video and that’s complementary to what Vicon sells in the solutions market,” Bret McGowan, Vicon’s SVP of sales & marketing, told Security Systems News.
 
In the past, “most of our megapixel camera technology was sourced from different manufacturers,” he said. But now, Vicon will have “control and ownership of IQinVision’s entire product line, the breadth [of which] is much wider than what we have currently.”

Vicon brings IQinVision a number of resources, including a much larger sales force and a number of offices around the world.”

Wendi Burke, director of marketing for IQinVision, told Security Systems News that having an entire solution to sell is important to the growth of IQinVision.

“The main thing for us, we’ve concentrated over the past 16 years specifically on cameras. We design the cameras and write our own software,” she said. “We only sell cameras, but as the industry has changed in the last 3-5 years, our goal is to not only sell cameras, but [to sell more systems] and to have sales engineer go out and design systems,” Burke explained.

Offering that kind of solution and design expertise has become increasingly important in recent years, she said.

Burke called the merger a “really good fit” and noted that “there is absolutely no competition or overlap in [the two companies’] technology”

In addition, Vicon “really focused on government and industrial and transportation, where we focus on education and retail,” she said. The combined company “will have greater reach as far as the verticals we serve.”

The deal has been approved by both companies’ boards of directors and is expected to close in September.

Vicon plans to issue shares of its common stock to IQinVision shareholders in an all-stock merger deal, after which IQinVision shareholders “will own approximately 50 percent of the outstanding common stock of the combined company. … After the merger, Vicon will have approximately 9,000,000 shares outstanding,” according to a statement from Vicon.

Vicon expects to declare a special cash dividend of $0.55 per share payable with respect to shares of Vicon common stock held by shareholders of Vicon as of a record date prior to the completion of the merger and payable to such holders within 15 days after the completion of the merger.

Ken Darby, Vicon chairman and CEO, announced plans to retire several months ago. He
will continue to lead the company until a successor is named.

Vicon and IQinVision will retain their existing branding and will continue to sell and service existing channels and customers.

Following the merger, the board of directors of the combined company will consist of three directors designated by Vicon and three directors designated by IQinVision.  

TM Capital Corp. advised Vicon and Imperial Capital advised IQinVision on the deal.  respectively.