RAE Systems, a Vector Capital Portfolio Company, Enters Into Agreement to Be Acquired by Honeywell

  RAE Systems, a Vector Capital Portfolio Company, Enters Into Agreement to Be
  Acquired by Honeywell

  *Combination creates a leader in innovation in global gas detection
  *Complementary technologies strengthen product portfolio
  *Extends global presence, product portfolio and support for customers and

Business Wire

SAN JOSE, Calif. -- April 23, 2013

RAE Systems, Inc. (“RAE Systems” or “RAE”), a Vector Capital portfolio
company, has entered into a definitive agreement to be acquired by Honeywell,
for $340 million in cash.

RAE Systems, Inc. is a global provider of rapidly-deployable connected,
intelligent gas and radiation detection systems that enable real-time safety
and security threat detection. RAE will be integrated into Honeywell
Analytics, a part of Honeywell Life Safety in Honeywell Automation and Control
Solutions, to create a leading global manufacturer of fixed and portable
instrumentation and sensing technologies.

In June 2011, Vector Capital partnered with the RAE Systems management team to
take the company private. As a private company, RAE was able to focus on
building long-term value, and has emerged as a rapidly growing global
instrumentation and systems business by expanding product offerings and
focusing on solutions to better serve customer needs.

Commenting on the transaction, Robert Chen, CEO of RAE Systems, said: "With
the full support of Vector Capital, we have broadened our product offerings,
expanded our global presence, and optimized our internal operations. Our range
of products, innovation in photo-ionization detection and wireless technology
are highly complementary to Honeywell.As part of Honeywell, we will enjoy the
scale and global presence to expand the reach of our portfolio, including in
high growth markets like Brazil and Russia.This transaction will also be
beneficial to our customers and distribution partners, providing them access
to an expanded portfolio of gas and sensing technologies and a comprehensive
range of additional life-safety solutions. Most importantly, Honeywell shares
our commitment to saving lives."

David Fishman, a Managing Director at Vector Capital, agreed, "We have had a
very successful investment in RAE and partnership with the founders and
management team. We are pleased to have selected a buyer for RAE that will
continue to invest in the company and its products to further grow the
business. RAE Systems is the most recent example in Vector's long history of
partnering with management to realize significant value by growing and
transforming technology companies."

The closing of this transaction is expected to occur in the second quarter of
2013. Until that time, RAE Systems will operate as an independent company and
will continue to serve its customers, distribution partners and markets.

Citigroup Global Markets Inc. is acting as financial advisor to RAE Systems
and Vector Capital, and Shearman & Sterling LLP is acting as RAE and Vector
Capital’s legal advisor.

About Vector Capital

Vector Capital is a leading global private equity firm specializing in
spinouts, buyouts and recapitalizations of established technology businesses.
Vector identifies and pursues these complex investments in both the private
and public markets. Vector actively partners with management teams to devise
and execute new financial and business strategies that materially improve the
competitive standing of these businesses and enhance their value for
employees, customers and shareholders. Among Vector's notable investments are
Aladdin Knowledge Systems, Cambium Networks, Certara, Corel, Gerber
Technologies, Register.com, SafeNet, Technicolor, Teletrac, Tidel, WatchGuard
Technologies, and WinZip.

About RAE Systems

RAE Systems, Inc. innovates, designs and manufacturesgas sensors and
radiation detectors. The company offers a full line of fixed andportable gas
detection solutions, including handheld and personal chemical, compound and
radiation detection instruments. RAE Systems’ real-time safety and detection
systems have been deployed by organizations in theoil and gas,fire and
hazmat,industrial safety,national securityandenvironmentalmarkets,
helping save lives and maintain safety in 120 countries. The company’s
industry-leadinggas sensors and radiation detection solutionsare widely
recognized for their performance and reliability. Learn more at


RAE Systems
James Strohecker, +1-408-952-8252
Vector Capital
Aryn Yancher, +1-415-293-5029
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