Flir will acquire Indigo Systems Corporation

Flir Systems and Indigo Systems Corporation announced today that they have entered into a Definitive Agreement and Plan of Merger pursuant to which Flir will acquire Indigo Systems Corporation.

Flir Systems and Indigo Systems Corporation announced today that they have entered into a Definitive Agreement and Plan of Merger pursuant to which Flir will acquire Indigo Systems Corporation.

Indigo security holders will receive cash consideration of approximately USD165 million, and all outstanding Indigo stock options will be converted into options to purchase Flir stock.

The transaction is valued at approximately USD190 million.

Indigo, founded in 1996, is a leading developer and supplier of a wide range of infrared imaging products, including cooled and uncooled infrared detectors, camera cores and finished cameras.

Estimated Indigo revenue for calendar year 2003 is approximately USD55 million.

"We are extremely happy to announce a merger with Indigo," commented Earl Lewis, Chairman, President and CEO of Flir.

"As we have publicly stated, one of our key business objectives has been to secure a low cost, high quality supply of infrared detectors to help us reduce costs and continue our leadership in the commercial infrared industry.

Indigo provides this, and much more.

In its brief history, Indigo has emerged as one of the leading centres of innovation in the infrared detector industry, with significant intellectual property and an outstanding reputation for designing the highest performance components in the industry.

In addition, Indigo is an excellent manufacturer of infrared equipment in its own right in areas complementary to existing Flir markets.

Indigo will help us lower costs, expand into new markets, and provide an excellent technology base on which we can capitalize for the future".

Tim Fitzgibbons, Chief Executive Officer of Indigo, commented, "Flir is the ideal partner for Indigo.

Our strengths, especially in component design and manufacturing, marry perfectly with Flir industry leading sales and marketing and systems integration capabilities.

Together, we are positioned to offer our customers lower cost and higher performance infrared systems".

Flir expects the transaction to be accretive to earnings during 2004.

Completion of the transaction is subject to the approval of Indigo shareholders, review by regulatory authorities and other customary conditions.

It is expected to close in early 2004.

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