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Diebold woos Henry Bros

Monday, November 15, 2010

Seems Diebold was among some serious suitors for Henry Brothers, but with the "Go Shop" period expiring at midnight last night, Kratos appears to have won.

HBE and Kratos announced the $45 m. merger agreement in October. At that time it began a 40-day Go-shop period where HBE was able to entertain offers from other suitors.

Henry Brothers announced this morning that it had amended its merger agreement with Kratos Defense and Security Solutions. The original agreement, was for $7 per share. That agreement's been upped to $8.20 per share in cash.

According to a Kratos statement, "The Agreement and Plan of Merger was amended, and the merger consideration and termination fee were increased, as a result of HBE notifying us pursuant to the terms of the merger agreement that they have received an acquisition proposal from Diebold, Inc. (Diebold), a publicly traded company with significant presence in the New York/New Jersey market. Pursuant to its proposal, Diebold offered to acquire 100% of the outstanding capital stock of HBE for $8.00 per share in cash. The Diebold proposal did not include a financing contingency."

The Kratos statement says it's filed a definitive proxy statement with the U.S. Securities and Exchange Commission, and HBE's Shareholder Meeting to vote on the proposed transaction is scheduled for December 9, 2010. Dec., 9  "is also the date that we expect to close the transaction. The executed Amendment will not change the December 9, 2010 HBE Shareholder meeting date, or the expected transaction closing date."

A Henry Bros. statement gives some details about the 40-day go-shop period. It says that during that time, HBE's financial advisor, Imperial Capital, contracted 117 potential transaction partners "at the request of and on behalf of HBE". Of those, 11 parties went further in the process, entering into confidentiality agreements, and were alllowed to review non-public information about HBE.

As the result of that process, "on Nov. 9, 2010, a third party submitted a non-binding proposal to acquire all oft he outstanding shares of HBE common stock for $8.00 per share."

The HBE statement, says "HBE is permitted to continue to have negotiations and discussions with this third party with respect to its acquisition proposal ... As the third party has not completed due diligence to date, its proposal is subject to, among other things, completion of due diligence review and negotiating the terms of a definitive agreement."

That seems to indicate that a Diebold deal is not totally dead, right? However, the HBE statement also says: "HBE's Board of Directors has not withdrawn, changed or otherwise modified its unanimous recommendation in favor of the proposed merger with Kratos. The stockholder meeting to vote on the proposed merger between HBE and Kratos has been scheduled to take place on December 9, 2010."

I've got calls into Imperial Capital and HBE and Kratos, so will report back with more information.


Honeywell First Alert: Sohovich sets sights on “Never”-land

Friday, November 12, 2010

Here, at the Honeywell First Alert Professionals Convention in Boca Raton, Fla., I found I had a little something in common with JoAnna Sohovich, president of Honeywell Security & Communications: Neither of us had attended a First Alert conference before.

The Connect to Success 2010 Convention, with some 700-800 First Alert dealers in attendance, is running from Nov. 11 to 14. I’m new to writing about the security industry, so hadn’t been to the conference before.

Sohovich has been in her new job just a few months, so this was her first conference too. In the address she gave this morning as sessions got underway, she noted that a First Alert Professionals program has been ongoing for 21 years. Some of the dealers in attendance this year have been part of the program since that time, Sohovich said.

“I want to start out by thanking all of you for your business, for your partnership and for your loyalty to Honeywell,” Sohovich said.

But after acknowledging the past, Sohovich devoted most of her talk to the future…to how to capture that part of the market she called “the nevers,”—people who don’t have security systems and say they will never want one.

Only about 20 percent of the approximately 100 million households in the U.S. and Canada have security systems, she said. Sohovich said that “the nevers” are in that other 80 percent of households, “the Holy Grail…that we’ve been trying to penetrate for years and years and years.”

She said, “Security and life safety has a prime position for delivering technology to homeowners and to building occupants. We’re positioned physically in the space in a way that we can deliver information, we can meet needs and we can generate a lifestyle that’s based on technology.”

She said some people say “technology is evolving in such a way that will leave…the security dealers behind” … and that the “Cisco’s and the Google’s of the world will own technology information and systems in homes and commercial buildings.”

However, Sohovich continued, “I would say: Don’t count us out of that.” She said that the dealers working with Honeywell are not only entrepreneurial, but also innovative and will be able to deliver security, safety and lifestyle solutions for customers into the future.

She gave video as an example of  “a natural outcropping of our existing portfolio.” Currently, she said, it is sold as an upgrade to Honeywell security customers.

But she urged dealers to think about video as “a stand-alone option to capture customers that we’ve never had before and to invest in the future of our businesses.”

Such customers include “the nevers” who would not want to invest in anything they think of as an alarm system, she said. “They don’t even have watches… because they can tell the time on their cell phone,” Sohovich said.

However, she said, those same people would be interested in watching what their pet does at home during the day, or would like to know that their teenager got home on time, or if a package got delivered to their home without their having to type in “a 37-digit number on the UPS web site.”

Sohovich said: “There are things that people value today beyond safety and security that are really more about lifestyle and technology, information and connectivity, that you can access even if they don’t want a security system today.”

She said that Total Connect Video is the answer, “with video events pushed to your smart phone.” She said that would enable customers to see everything from “Fluffy” wandering around the house to children arriving safely home to packages being delivered. And they can do that with secure encryption to protect their privacy, Sohovich said.

All they need, she said, is a video camera, a wireless access phone and a Total Connect account.

Sohovich said that promoting stand-alone video will not only grow RMR for dealers, but provide them with “future security customers” who might want security systems at other points in their lives, such as when they get married, have children or take on the care of aged parent.

“They’ll turn to you because they’ve already got a security provider,” Sohovich said.

In other words, they would leave “Never”-land—and sign up for a security system.


Checking out Tyco news

Thursday, November 11, 2010

Happy to have the Internet back up and running here in Yarmouth, Maine.

Taking a look, just now at Tyco's news this week: The financial report, which was released on Monday. Here's the press release on Tyco's earnings And their agreement to sell the electrical and metal products business. Here's that release.

I saw a couple of interesting stories about the Tyco financials  this week including This one from Rueters



Checking out Tyco news

Thursday, November 11, 2010

Happy to have the Internet back up and running here in Yarmouth, Maine.

Taking a look, just now at Tyco's news this week: The financial report, which was released on Monday. Here's the press release on Tyco's earnings And their agreement to sell the electrical and metal products business. Here's that release.

I saw a couple of interesting stories about the Tyco financials  this week including This one from Rueters



Security's got its heart in the right place--Mission 500 and the Security 5K

Thursday, November 11, 2010

I got an email from Mission 500 recently. They're looking for 2011 “Humanitarian Award” nominations. I've written about Mission 500 and the charitable efforts of the industry before.

According to the Mission 500 release, the purpose of the Mission 500 Humanitarian Award is "to honor individuals in the security industry who make important contributions to those in need. The 2010 recipient, Mr. Alan Forman exemplified this through his involvement with numerous charitable organizations, as well as serving on the advisory boards of both Gift of Life International and Mission 500, and as the New York Metro Chapter President for the American Technion Society."

So if you know someone who's been walking the charitable walk and talking the charitable security talk, nows the time to give up some props. You can submit nominees to George Fletcher at, or by calling 305-321-3193.

The email also talks about ways you can get involved in helping others. One such way is by participating in the Security 5K, conceived by and cosponsored by United Publications, publisher of Security Systems News and Security Director News.

We've written about the Security 5K a number of times. You can learn more about the race and sign up to run or simply to donate here.

From the Mission 500 release:

"Mission 500 is also hosting its second 5K charity run at ISC West on April 7th, 2011.  The Security 5K/Mission 500 Charity Run is the first charity-driven event at an ISC Expo, conceived to engage corporate sponsors as well as individuals within the security industry.  Runners can register for the race on-site at the Mission 500 booth at ISC West, or online at  A nominal entry fee of $30.00 will go directly to the charity.

"The Security 5K / Mission 500 Race at the 2011 ISC West Expo in Las Vegas is a joint collaboration between United Publications, publishers of Security Systems News and Security Director News; Reed Exhibitions/ISC Expos; and Mission 500.  Charter sponsors are, Altronix Corporation, AXIS Communications, Deister Electronics, HID, LRG Marketing Communications, Pelco (by Schneider Electric) and Safety Technology International, Inc."

Though not mentioned in Mission 500's release, Panasonic, Honeywell and Bolide are also co-sponsors of the race.

We hope to see you at the starting line in Las Vegas!

Want to contact SSN? Give us a call

Monday, November 8, 2010

There was some news breaking today, like Security Networks being acquired by industry newcome Oak Hill Capital. We knew about it, and even talked to Rich Perry and the guys at Oak HIll, but we were unable to post a story today because there was something else breaking in Yarmouth, Maine, home of Security System News: Our Internet was down all day and, in fact, is still out right now.

You see, we had a rip-snorter of a storm (as the father of one of my childhood friends used to say) last night. No snow, but lots of rain and wind, big limbs down and the last of the fall leaves are now matted to the ground. Many of us in and around the Portand, Maine area woke up to no power and cancelled school this morning

I'm posting this from my home, which is 15 miles south of Yarmouth. Thankfully, power was restored here by mid-afternoon.

We actually had power at our office all day, but Time Warner's hub that covers Yarmouth—or at least our buidling in Yarmouth—was with out power all day, so no Internet. Our email is tied to the Internet, so no email either.

We're hopeful all will be right tomorrow, but just in case, if you need to speak to Dan or Tess or I tomorrow, call instead of emailing.

Pinnacle has a new press/PR guy

Saturday, November 6, 2010

I just learned that Pinnacle Security, the second largest summer-model company behind APX Alarm, has hired Stuart Dean as VP of Corporate Communications. Most recently Dean was director of corporate communications for APX Alarm.

It's a new position for Pinnacle, and, in my opinion, they've made a good choice. Dean understands how the press works, what we need, and he always responds promptly to inquiries. Congrats to Stuart and Pinnacle.

In his new job, Dean will oversee all of Pinnacle's communications strategies, develop initiatives, media relations, corporate advertising, social media campaigns, customer marketing programs. He'll report to Steve Hafen, Pinnacle COO.

iControl to control uControl

Friday, November 5, 2010

I learned late yesterday that iControl will acquire competitor uControl. They announced the merger yesterday, but did not announce financial terms. This brings together two broadband home security/management providers.

The announcement said the new company will go with the iControl Networks name and will be based iin Palo Alto, Calif. (iControl's home base). Paul Dawes, CEO of iControl and Jim Johnson, CEO of uControl, will be "co-CEOs" of the new company.

I'll be speaking with Dawes and Johnson today, so will have more info soon. In the meantime, below are some more details from the press release:

According to the release: "The combined company has launched commercially with several service providers and will announce additional deployments in the near future. All commercial trials and deployments will continue as planned."  

"Through this merger, iControl and uControl have combined our respective strengths to deliver the best platform for the broadband home management market," said Paul Dawes, co-CEO of iControl, in a prepared statement.  "Whether it's support for industry-leading IP video monitoring, innovative iPhone and Android apps, or cutting edge ZigBee and Z-Wave technology, the new iControl will offer the most comprehensive, innovative solution available."

"This is a rare opportunity where everyone benefits," said Jim Johnson, co-CEO of iControl, in a statement.  "The scale achieved through this market consolidation is better for customers, partners, employees, and investors. Our top priorities are the success of our customers' deployments and accelerating the growth of our OpenSMA ecosystem."

iControl Networks is a venture-backed software and services company that partners with home security companies, broadband operators, utilities and telecommunication firms to deliver iControl ConnectedLife. Investors in iControl include ADT, Charles River Ventures, Cisco, Comcast Interactive Capital, GE Security, Intel Capital and the Kleiner Perkins Caufield and Byers iFund. For more information, please visit  uControl delivers an open, technology-agnostic Home Security, Monitoring and Automation (SMA) software platform making the Connected Home a reality.  

uControl, based in Austin, Texas, recently announced its OpenSMA program, which "brings together all the players who power the Connected Home, integrating and enabling a diverse ecosystem, from Service Providers such as cable and telephone companies to Platform Hardware and Lifestyle Device manufacturers who supply items such as thermostats, lighting controls, touch screen tablets and security sensors.  Application developers also play a crucial role within OpenSMA, bringing to market an endless list of Connected Home applications." 


Making customer satisfaction your job can win jobs

Thursday, November 4, 2010

We’re all familiar with the “It’s not my job” experience: You want some service from a company, but its employees can’t help you because they say it’s not their area of responsibility. If you’re lucky, they may give you another phone number to call, but then chances are the person you reach will tell you to call someone else.

So that’s why I was intrigued when Scott Hosford, branch manager of the Fairchild Communications Systems office in Fort Wayne, Ind. told me the other day that Fairchild instructs its technicians to do whatever it takes to get the job done—even it it’s not their job.

Hosford said that technicians at Fairchild--a full-line integrator headquartered in Indianapolis that offers everything from fire and security systems to sound systems in the commercial, institutional and industrial verticals—are told to help customers solve problems even if the problem is not something they were specifically sent to fix.

For example, he said, if the tech is out for a programming job but discovers there's something wrong with the wiring, the tech is instructed not to leave and say he'll come back after the customer has called an electrician and the wiring is fixed.

Instead, Hosford said, the techs stay and work with the customer to help solve the problem. He said the tech will say: “We got a problem, (but) I’m going to help you find it. Can you get a guy in with me and go over it?”

Hosford said that rather than making it all the customer’s problem, Fairchild’s approach is: “Just do what you can to get the project done. You’re already out there, why have you schedule another trip and go back--it’s an inconvenience for everybody. Let’s just get the job done and move on to the next one.”

Hosford said the company's good service record has sometimes won it jobs even when it wasn’t the lowest bidder. All because it instructs its employees NOT to say: “It’s not my job.”


Tourist in New York

Wednesday, November 3, 2010

I've been running around like a New Yorker since I arrived in the city yesterday. I had a fantastic tour of Lincoln Center and its security operation yesterday afternoon courtesy of Rob Tarleton, IT director for Lincoln Center and Jeremy Brecher of Diebold (and Tech Sec Advisory Board member.)

Jeremy Brecher of Diebold left and

Rob Tarleton, IT director for Lincoln Center right.

Jeremy Brecher of Diebold and Rob Tarleton of the Lincoln Center

Rob and Jeremy and I did a webcast in September about the Lincoln Center"s IP-security project, part of a $1.22 billion overhaul of this world class (and 16-acre) performing arts campus. You can listen the the webcast by going to our homepage and clicking on the gray webcast tab. It's just above my photo.

But before I go, I had another wicked cool tour today Leischen Stelter and I met wiith the World Trade Center Security consultants DVS (Phil Santore, Brian Coulombe and Frank Santamorena) and the WTC security director Louis Barani. We had breakfast at a hotel that overlooks the site, so Leischen and I could see what we were talking about, and then we went over to Tower 7 for a look at some of the security operatiions.

SDN Managing Editor Leischen Stelter,

Phil Santore, principal of DVS, the security consultant for the WTC

in front of a balcony overlooking the WTC site

I've got lots more to share about the tour ... and some of my famous foggy iPhone photos to share as well. I've got to run to another event right now