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Intermec, Inc. – ‘PREM14A’ for 2/28/13

On:  Friday, 1/11/13, at 5:23pm ET   ·   For:  2/28/13   ·   Accession #:  1193125-13-10903   ·   File #:  1-13279

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/11/13  Intermec, Inc.                    PREM14A     2/28/13    1:1.5M                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14A     Preliminary Proxy Statement                         HTML   1.31M 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Intermec, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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PRELIMINARY PROXY STATEMENT DATED JANUARY 11, 2013

SUBJECT TO COMPLETION

[                    ] 2013

Dear Intermec Stockholder:

We invite you to attend a special meeting of stockholders of Intermec, Inc. to be held at [                                                   ], at [    ]:00 a.m. [            ] time on [                    ], 2013.

At the special meeting, you will be asked to consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of December 9, 2012, by and among Intermec, Inc., Honeywell International Inc., and Hawkeye Merger Sub Corp., a wholly owned subsidiary of Honeywell International Inc. The merger agreement provides for the merger of Hawkeye Merger Sub Corp. with and into Intermec, Inc., as a result of which Intermec, Inc. would become 100% owned by Honeywell International Inc.

If the merger is completed, holders of shares of Intermec common stock (other than holders properly exercising appraisal rights under Delaware law) will receive $10.00 in cash, without interest and subject to any required withholding of taxes, for each share of Intermec common stock owned by them immediately prior to the effective time of the merger. The $10.00 per share cash consideration to be paid in the merger represents a premium of approximately 48% over the closing price of Intermec common stock on November 1, 2012, the last trading day prior to Intermec publicly announcing it was continuing to work with its financial advisor, Merrill Lynch, Pierce, Fenner & Smith Incorporated, in performing Intermec’s evaluation of its business and strategic alternatives.

Following careful consideration, upon the unanimous recommendation of the special committee of the board of directors of Intermec, Intermec’s board of directors unanimously by those present determined that each of the merger and the merger agreement is fair to, advisable and in the best interests of Intermec and Intermec’s stockholders and approved the merger and the execution, delivery and performance of the merger agreement. Accordingly, the board of directors unanimously by those voting on these matters recommends that you vote “FOR” the adoption of the merger agreement.

The board of directors also is asking you to expressly grant the authority to vote your shares to adjourn the special meeting, if determined necessary by Intermec, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement. Further, the board of directors is recommending that you approve the non-binding “golden parachute” proposal relating to the merger.

Your vote is important. We cannot complete the merger unless holders of at least a majority of the Intermec common stock outstanding on the record date vote to adopt the merger agreement. Failure to submit a properly executed proxy will have the same effect as a vote against the merger agreement. Whether or not you plan to be present at the special meeting, we urge you to vote by completing, signing, dating and returning the enclosed proxy card or your voting instruction form (for beneficial holders) as instructed in the form as promptly as possible. You may also vote either by telephone or the Internet. Further, if you are a record holder, by submitting your proxy now, you will not be precluded from attending the special meeting and voting in person.

The enclosed proxy statement provides detailed information about the proposed merger, the merger agreement and the special meeting. We urge you to read the entire document carefully, including the attached Annexes and the documents incorporated by reference into the proxy statement.

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Thank you for your cooperation and continued support.

This proxy statement is dated [                    ], 2013, and is first being mailed to stockholders of Intermec on or about [                    ], 2013.

Neither the United States Securities and Exchange Commission nor any state securities regulator has approved or disapproved the merger described in the proxy statement or determined whether the proxy statement is adequate or accurate. Any representation to the contrary is a criminal offense.

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [                    ], 2013

[    ] A.M. [                         ]

[                                 ]

Dear Intermec Stockholder:

You are cordially invited to attend the special meeting of stockholders of Intermec, Inc., a Delaware corporation (referred to as Intermec), that will be held at [                                                   ], at [    ] a.m. [                         ] on [                    ], 2013, for the following purposes:

Only stockholders of record on the books of Intermec at the close of business on [                    ], 2013, the record date for the special meeting, are entitled to notice of, and to vote at, the special meeting and any adjournment of the special meeting.

Upon the unanimous recommendation of the special committee of the board of directors of Intermec, Intermec’s board of directors unanimously by those present determined that each of the merger and the merger agreement is fair to, advisable and in the best interests of Intermec and Intermec’s stockholders and approved the merger and the execution, delivery and performance of the merger agreement. Accordingly, the board of directors unanimously by those voting on this matter recommends that you vote “FOR” the adoption of the merger agreement. Intermec’s board of directors also unanimously by those voting on these matters recommends that you expressly vote “FOR” the grant of authority to vote your shares to adjourn the special meeting, if determined necessary by Intermec, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement, and “FOR” the advisory (non-binding) “golden parachute” compensation payments proposal relating to the merger.

If you sign, date and return the accompanying proxy card without indicating how you wish to vote, your proxy will be voted in favor of the adoption of the merger agreement, in favor of the proposal to adjourn the special meeting to solicit additional proxies, if determined necessary by Intermec, and in favor of the advisory (non-binding) “golden parachute” compensation payments proposal.

Holders of Intermec common stock who do not vote for the adoption of the merger agreement are or may be entitled to appraisal rights with respect to the merger under Section 262 of the General Corporation Law of the State of Delaware. A copy of Section 262 is attached as Annex C to the enclosed proxy statement, which is incorporated by reference herein in its entirety.

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Your vote is important. Whether or not you plan to attend the special meeting in person, please complete, sign, date and return the accompanying proxy card in the enclosed postage-prepaid addressed envelope or vote either by telephone or the Internet. We have provided instructions on the proxy card for using these convenient services. If you are a record holder, submitting the proxy will not affect your right to vote at the special meeting if the proxy is revoked in the manner set forth in the enclosed proxy statement. If you are a “street name” holder of Intermec common stock, please vote by following the directions on your applicable voting information form provided to you by your broker, bank, trustee or other holder of record.

[                                 ]

[                    ], 2013

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND SPECIAL MEETING

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Please note that if you have instructed your broker to vote your shares, then in order to change or revoke those instructions you must follow the directions received from your broker.

Instruments of revocation or other communications with respect to revocation of proxies should be addressed to Intermec, Inc., 6001 36th Avenue West, Everett, Washington 98203-1264, Attention: Corporate Secretary.

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CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents to which we refer you in this proxy statement (including those incorporated by reference), contain “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, that reflect our current views as to future events, future developments, and financial items with respect to, among other things, our business, regulatory matters, the expected completion and timing of the merger and other information relating to the merger. These statements can be identified by the fact that they do not relate strictly to historical or current facts. There are forward-looking statements throughout this proxy statement, including, among others, statements containing words such as “anticipate,” “estimate,” “expect,” “will be,” “may,” “will continue,” “likely to become,” “intend,” “plan,” “believe” and other similar expressions. You should be aware that forward-looking statements involve known and unknown risks and uncertainties, including many that are not in our control. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that the events, results or developments we anticipate will be realized or that, even if they are realized, they will have the expected effects on our business or on the merger and related transactions. These forward-looking statements speak only as of the date on which the statements were made, and we undertake no obligation to update or revise any forward-looking statements made in this proxy statement or elsewhere as a result of new information, future events, future developments, or otherwise, except as required by law. In addition to other factors and matters contained in or incorporated by reference in this proxy statement, we believe the following factors could cause actual events, results or developments to differ materially from those discussed in the forward-looking statements:

You can obtain free copies of the proxy statement and other documents filed with the SEC by Intermec, including the documents incorporated by reference in this proxy statement, through the website maintained by the SEC at www.sec.gov or by contacting Intermec Investor Relations Department at (425) 348-2600. In addition, stockholders and others will be able to obtain free copies of the documents filed with the SEC on our website at www.intermec.com (which website is not incorporated herein by reference). See “Where You Can Find More Information.”

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THE PARTIES

Intermec, Inc.

Intermec designs, develops, integrates, and sells wired and wireless automated identification and data collection (AIDC) solutions through our suite of products, voice technologies and related software and services. Our solutions products are designed for rugged environments and to maintain connectivity, preserve computing capability and retain data despite harsh conditions and heavy use. We generate our revenues primarily through the sale of products and post-warranty equipment service and repair contracts, as well as other managed services. Intermec became an independent public company on October 31, 1997.

Our major offices and repair facilities are in the states of Washington, Pennsylvania, Iowa, Ohio, North Carolina, and Texas, and in more than 20 countries internationally, including the United Kingdom, the European Union, Canada, Mexico, Brazil, and Singapore.

Intermec is incorporated in the State of Delaware with its principal executive offices at 6001 36th Avenue West, Everett, Washington 98203. Intermec’s telephone number is (425)  348-2600.

Honeywell International Inc.

Honeywell is a diversified technology and manufacturing company, serving customers worldwide with aerospace products and services, control, sensing and security technologies for buildings, homes and industry, turbochargers, automotive products, specialty chemicals, electronic and advanced materials, process technology for refining and petrochemicals, and energy efficient products and solutions for homes, business and transportation. Honeywell’s principal executive offices are located at 101 Columbia Road, P.O. Box 4000, Morristown, New Jersey 07962-2497. Honeywell’s telephone number is (973) 455-2000.

Hawkeye Merger Sub Corp.

Merger Sub, a wholly owned subsidiary of Honeywell, was organized solely for the purpose of entering into the merger agreement and completing the proposed merger. Merger Sub has not engaged in any other business operations. Merger Sub is incorporated in the State of Delaware with its principal executive offices at 101 Columbia Road, P.O. Box 4000, Morristown, New Jersey 07962-2497. Merger Sub’s telephone number is (973) 455-2000.

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THE SPECIAL MEETING

We are furnishing this proxy statement to you as part of the solicitation of proxies by our board of directors for use at the special meeting or any adjournments or postponements thereof. The approximate date on which this proxy statement and form of proxy card are being sent or given to stockholders is [                     ], 2013.

Date, Time and Place

The special meeting will be held at [                                                             , at [    ] a.m. [            ] time on [                     ], 2013.

Purpose of the Special Meeting

The purpose of the special meeting is for our stockholders to consider and vote on (i) the adoption of the merger agreement, (ii) the adjournment of the special meeting to solicit additional proxies, if Intermec determines necessary, if there are insufficient votes at the time of the special meeting to adopt the merger agreement, and (iii) a proposal to approve, on an advisory (non-binding) basis, the “golden parachute” compensation payments that will or may be paid to our named executive officers in connection with the merger. Our stockholders must adopt the merger agreement for the merger to occur. A copy of the merger agreement is attached to this proxy statement as Annex A, which is incorporated by reference herein in its entirety. You are urged to read the merger agreement in its entirety.

Record Date; Stock Entitled to Vote

Only holders of record of Intermec common stock at the close of business on [                    ], 2013, the record date, are entitled to notice of and to vote at the special meeting. At the close of business on the record date, [                    ] shares of Intermec common stock were issued and outstanding and such shares were held by [            ] holders of record. A list of record holders entitled to receive notice of, and to vote at, the special meeting, arranged in alphabetical order, showing the address of, and the number of shares of Intermec common stock held by, each such stockholder, will be open for inspection by Intermec’s stockholders, during regular business hours, beginning ten days prior to the special meeting and continuing through the special meeting (including any adjournment thereof) at Intermec’s principal executive offices, located at 6001 36th Avenue West, Everett, Washington 98203-1264.

Quorum and Voting

A majority of the outstanding shares entitled to vote generally in the election of directors held by the stockholders of record of Intermec as of the close of business on the record date, represented in person or by proxy, constitutes a quorum of shares at the special meeting of stockholders. Once a share is represented for any purpose at the special meeting other than solely to object to holding the meeting or transacting business at the meeting, it is deemed present for quorum purposes for the remainder of the meeting, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

With regard to each proposal, you are entitled to one vote for each share of common stock you hold.

Stockholder Vote Required

The affirmative vote of the holders of a majority of the outstanding shares of Intermec common stock as of the close of business on the record date is required to adopt the merger agreement. The affirmative vote of a majority of the shares present in person or represented by proxy at the special meeting and entitled to vote on the matter is required to approve the adjournment of the special meeting proposal and the advisory (non-binding) “golden parachute” compensation payments proposal.

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Voting of Proxies

If you are a stockholder of record, you may vote by completing the enclosed proxy card and then signing, dating and returning it in the postage-prepaid addressed envelope provided, by voting through the Internet or telephone in accordance with the instructions set forth on the enclosed proxy card, or by attending the special meeting and voting in person by ballot.

Voting by Mail. You may vote by proxy by indicating your vote on the enclosed proxy card and then signing, dating and returning it in the postage prepaid addressed envelope as soon as possible. Submitting a proxy will not limit your right to vote at the special meeting if you decide to attend in person.

Voting by Internet. You can vote your shares via the Internet. Visit the Internet voting site set forth on the enclosed proxy card and follow the instructions on the screen. When prompted for your voter control number, enter the number printed just above your name on the front of the proxy card accompanying this proxy statement. Internet voting is available 24 hours a day. Your Internet vote is quick, confidential, and immediate. Please note that all votes cast by Internet must be completed and submitted prior to [                    ], 2013 at 11:59 p.m. Eastern time. Your Internet vote authorizes the named proxies to vote your shares to the same extent as if you marked, signed, dated, and returned the proxy card. This is a “secured” website. Your software and/or Internet provider must be “enabled” to access this site. Please call your software or Internet provider for further information if needed. If you vote by Internet, please do not return your proxy card by mail.

Voting by Telephone. You can vote your shares by telephone by using a touch-tone telephone, calling the toll-free telephone number on the enclosed proxy card and following the instructions. When asked for your voter control number, enter the number printed just above your name on the front of the proxy card accompanying this proxy statement. Telephone voting is available 24 hours a day. Your telephone vote is quick, confidential and immediate. Please note that all votes cast by telephone must be completed and submitted prior to [                    ], 2013 at 11:59 p.m. Eastern time. Your telephone vote authorizes the named proxies to vote your shares to the same extent as if you marked, signed, dated and returned the proxy card. If you vote by telephone, please do not return your proxy card by mail.

Voting in Person. You can vote your shares by appearing and voting in person at the special meeting. However, even if you plan to attend the special meeting in person, our board of directors recommends that you vote by mail. Voting your proxy card by mail will not limit your right to vote at the special meeting, if you decide to attend in person. If you hold shares through a broker, bank, trustee, or other holder of record, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote at the special meeting, pursuant to such terms as may be applicable.

Shares represented by a properly executed proxy will be voted at the special meeting and, when instructions have been given by the stockholder, will be voted in accordance with those instructions. Properly executed proxies that do not contain voting instructions with regard to a proposal will be voted “FOR” the adoption of the merger agreement, “FOR” adjournment of the special meeting, if determined necessary by Intermec, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement, and “FOR” the approval, on an advisory (non-binding) basis, of the “golden parachute” compensation payments that will or may be paid to our named executive officers in connection with the merger.

If your shares are held in “street name,” meaning that they are registered in the name of a broker, bank, trustee, or other holder of record (including a fiduciary of an employee benefit plan), then, except as noted below, only that broker, bank, trustee, or other holder of record can execute a proxy and vote your shares, and that broker, bank, trustee, or other holder of record can do so only after receiving your specific instructions. Your broker, bank, trustee, or other holder of record should provide you with a voting instruction form for your use to provide them with instructions as to how to vote your shares at the special meeting. If your shares are held of record in “street name” by a broker, bank, trustee, or other holder of record and you wish to vote in person at the special meeting, you must obtain from that record holder a “legal proxy” issued in your name.

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Intermec stockholders who receive more than one proxy card or voting instruction form have shares registered in different forms or in more than one account. Please sign, date and return all proxy cards and provide instructions for all voting instruction forms received to ensure that all of your shares are voted.

As of the date of this proxy statement, Intermec does not expect a vote to be taken on any matters at the special meeting other than: (i) the adoption of the merger agreement, (ii) the approval of the adjournment of the special meeting, if determined necessary by Intermec, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement, and (iii) the approval, on an advisory (non-binding) basis, the “golden parachute” compensation payments that will or may be paid to Intermec’s named executive officers in connection with the merger. If, however, any such other matter is properly presented at the special meeting or any adjournment of the special meaning, unless you otherwise indicate on the proxy card (or voting instruction form), or unless you indicate otherwise while voting by telephone or via the Internet, you also authorize the persons appointed as proxies to vote the shares represented by duly executed proxies on any such other matters in accordance with their discretion and judgment.

Abstentions and Broker Non-Votes

Broker non-votes are shares of Intermec common stock for which Intermec has received a proxy from a broker, bank, trustee, or other holder of record that has neither received instructions from the “street name” holder, beneficial owner or other persons entitled to vote such shares nor has discretionary power to vote such shares on a particular matter. Brokers, banks, trustees, or other holders of record do not have discretionary authority to vote on any of the proposals to be considered at the special meeting. Because these proposals are non-discretionary, broker non-votes occur, for example, with respect to a proposal in the event that a broker, bank, trustee, or other holder of record receives voting instructions for at least one proposal but not with respect to another proposal. In such an event the shares will not be voted for any uninstructed proposal.

Abstentions and broker non-votes will be counted for purposes of determining the existence of a quorum at the special meeting, but will not be counted as votes cast for purposes of determining the approval of any matter submitted to the stockholders for a vote at the special meeting.

Abstentions and broker non-votes, as well as the failure to take action with regard to the voting of your shares, will have the effect of a vote “AGAINST” the proposal to adopt the merger agreement.

Abstentions will have the effect of a vote “AGAINST” each of (i) the proposal to adjourn the special meeting and (ii) the proposal to approve, on an advisory (non-binding) basis, the “golden parachute” compensation payments that will or may be paid by Intermec to its named executive officers in connection with the merger. If you fail to submit a proxy and do not attend the special meeting in person, or if you do not provide your broker or other nominee with voting instructions with regard to any of these proposals, your shares of Intermec common stock will have no effect on such proposals.

Stockholders whose shares are held of record in “street name” by a broker, bank, trustee, or other holder of record are advised to forward their voting instructions promptly so as to afford brokers, banks, trustees and other holders of record sufficient time to process such instructions.

Revocation of Proxies

If you give your proxy card to Intermec, you have the power to revoke it at any time before it is exercised. Your proxy card may be revoked by:

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Notifications of revocation or other communications with respect to revocation of proxies should be addressed to Intermec, Inc., 6001 36th Avenue West, Everett, Washington 98203-1264, Attention: Corporate Secretary.

Your attendance at the special meeting, without voting, will not revoke your proxy. In addition, if you have voted by Internet or by telephone and wish to change your vote, you should return to the applicable Internet site or call the applicable telephone number, whichever method you used earlier, and follow the instructions for changing your vote. If you have given voting instructions to a broker, bank, trustee, or other holder of record that holds your shares in “street name,” then in order to change or revoke those instructions you must follow the directions given by the broker, bank, trustee or other holder of record.

Board of Directors’ Recommendation

Upon the unanimous recommendation of the special committee of the board of directors of Intermec, our board of directors has unanimously of those present determined that each of the merger and the merger agreement is fair to, advisable and in the best interests of Intermec and its stockholders, approved and adopted the form, terms and provisions of the merger agreement and declared them advisable, including the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, recommended that the merger agreement and the merger be adopted and approved by Intermec’s stockholders, authorized a special meeting of Intermec’s stockholders to be held to consider the adoption and approval of the merger agreement, the merger and other matter relating to the consummation of the transactions contemplated by the merger agreement. Our board of directors unanimously by those voting on these matters recommends that you vote “FOR” the adoption of the merger agreement, “FOR” the adjournment of the special meeting, if determined necessary by Intermec, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement, and “FOR” the advisory (non-binding) “golden parachute” compensation payments proposal relating to the merger.

Solicitation of Proxies

Our board of directors is soliciting the proxies in the form enclosed. Allen J. Lauer, Robert J. Driessnack and Yukio Morikubo, and each or any of them, are named as proxies. Proxies may be solicited by certain of our directors, officers and regular employees without additional compensation. We may solicit your proxy by personal interview, mail, electronic mail or telephone. Intermec will pay all costs associated with the solicitation of proxies. In addition, we have retained MacKenzie Partners, Inc. to aid in the solicitation of proxies, provide solicitation-related consulting services and verify records relating to the solicitation. MacKenzie Partners, Inc. will receive a fee for its services of $50,000 and expense reimbursement. Also, we may reimburse brokerage firms and other persons representing beneficial owners of shares of common stock for their expenses in forwarding solicitation materials to such beneficial owners.

Assistance

Stockholders who have questions regarding the proxy materials, need assistance voting their shares, or require additional copies of the proxy statement or proxy card (or voting instruction form) should contact or call (toll-free) our proxy solicitor:

MacKenzie Partners, Inc.

105 Madison Avenue

New York, New York 10016

Toll free: (800) 322-2885 (Bankers and brokers can call (212) 929-5500)

Other Business

We are not currently aware of any business to be acted upon at the special meeting other than the matters discussed in this proxy statement. If other matters do properly come before the special meeting, we intend that shares of our common stock represented by properly executed proxies will be voted by the persons named as proxies on the proxy card in accordance with their discretion and judgment.

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PROPOSAL 1

ADOPTION OF THE MERGER AGREEMENT

THE MERGER

The discussion under the sections of this proxy statement entitled “The Merger” and “The Merger Agreement” summarizes the material terms of the merger. Although we believe that the description covers the material terms of the merger, this summary may not contain all of the information that is important to you. We urge you to read this proxy statement, the merger agreement and the other documents referred to herein, including the documents incorporated by reference, carefully for a more detailed description of the merger.

Background of the Merger

As part of the ongoing oversight and management of Intermec, our board of directors and executive management regularly review and assess our long-term strategic goals and opportunities, the competitive environment for our products and services, trends and changes in our industry, our short- and long-term performance in light of our strategic plan, and the performance of our management team. In connection with these activities, Intermec’s board of directors and management also periodically consider our strategic alternatives, including potential business combinations, acquisitions, dispositions, and internal restructurings. In the second fiscal quarter of 2011, for example, we incurred restructuring costs and related charges in connection with the streamlining of non-US service depots and certain support operations. As part of these regular business activities, our management also prepares financial forecasts for consideration and use by our management and board. Our management may update these financial forecasts periodically as our financial results become available, changes occur in our business performance, industry performance, or general business or economic conditions, or as may be justified by other significant events or conditions. From time to time we also provide earnings guidance to our stockholders based on information including such financial forecasts.

During the first four months of 2012, the board and individual directors discussed Intermec’s then-current and expected results of operations, and related challenges and strategies for our business. In connection with this activity, the board met at a regularly scheduled meeting in February 2012 and reviewed our various product lines and businesses, including the financial performance of such businesses. The board also received detailed management reports regarding Intermec and discussed our then-current operating plan and management performance, our financial advisor at the time (through March 20, 2012), an internationally recognized bank and provider of investment banking services, and our independent legal counsel, Perkins Coie LLP.

During the period prior to April 2012, we had been contacted from time to time by various parties proposing to discuss Intermec and our potential interest in pursuing a strategic transaction, specifically the acquisition of all or part of Intermec. These third-party contacts were reported to the board and considered in connection with regularly scheduled meetings. However, during this period our board of directors chose to pursue our internal growth strategy rather than to pursue third-party proposals based on a number of factors including the board’s assessment of our then-current and anticipated performance, its assessment of general market conditions, and the advice of independent financial advisors that the board and executive management relied upon from time to time. Nevertheless, several parties continued to contact us periodically to express interest in a possible strategic transaction for all or portions of Intermec.

On April 3, 2012, a principal of one such party, a private equity firm, Party A, followed up after a casual encounter the week before with our then Chief Executive Officer and President, Mr. Patrick J. Byrne. The Party A principal asked to meet with Mr. Byrne to discuss the state of Intermec’s business and the potential for a strategic transaction. On April 9, 2012, Mr. Byrne indicated to the Party A principal that he would respond by the end of that week and apprised the Chairman of our board of directors, Mr. Allen J. Lauer, about Party A’s interest in engaging in strategic discussions with Intermec. Mr. Byrne notified the Party A principal on April 16, 2012 that due to travel, Mr. Byrne would have to defer setting a meeting date for about a week.

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On April 17, 2012, we reported that our estimated consolidated revenue for the first quarter of 2012 would be about $180 million, below our forecasted revenue range of $200 to $210 million. In a day following the announcement, from April 17 to April 18, 2012, our closing stock price declined from $7.44 per share to $5.39 per share.

On April 26, 2012, Mr. Byrne contacted Party A’s principal informing him that Intermec’s General Counsel, Mr. Yukio Morikubo, would be in touch to schedule a meeting between Party A’s principal and Mr. Byrne.

On April 30, 2012, in advance of Intermec’s scheduled earnings release for the first quarter of 2012, our board of directors met at a special board meeting. At that meeting, the board reviewed and discussed matters that it had been reviewing for the prior several months, including our recent performance, our current and expected results of operations and the results achieved by management. During the meeting, the board determined to replace Mr. Byrne as Intermec’s Chief Executive Officer and President, and accepted Mr. Byrne’s resignation from the board. It concurrently appointed Mr. Lauer to serve as Intermec’s Interim Chief Executive Officer and President and discussed the commencement of a search to find a permanent CEO. These changes were publicly announced in a press release on May 1, 2012, issued with our earnings press release on that date. We did not provide forward earnings guidance. Our closing stock price on May 1, 2012 was $5.42.

On May 2, 2012, Mr. Morikubo contacted Party A’s principal to follow up on Mr. Byrne’s previous communications and to inquire about Party A’s interest in pursuing discussions despite Mr. Byrne’s departure. Party A’s principal indicated that Party A was indeed still interested and agreed to meet with Mr. Lauer in Palo Alto on May 18, 2012.

On May 16, 2012, Mr. Lauer received a call from the CEO of Party B, a printing and media technology company, indicating that Party B was interested in acquiring our printing and media business, a significant division of Intermec. In the conversation, Party B’s CEO informed Mr. Lauer that Party B was not interested in acquiring Intermec as a whole.

On May 17, 2012, Mr. Lauer received a call from Mr. Roger Fradin, the President and CEO of Honeywell Automated Control and Solutions, a segment of Honeywell. We have various commercial agreements with Honeywell with respect to the purchase and sale of products and licenses of our intellectual property. We purchase vehicle mount computers and image engines from Honeywell for sale to our customers and integration into our products. The total amount of these purchases were approximately $0.4 million in 2011 and $3.6 million in 2012. Honeywell purchases scan engines and other products from Intermec and is a licensee of our barcode reading and RFID patents. The total amount of these purchases was approximately $0.1 million in 2011 and less than $0.1 million in 2012. There were no royalty payments from Honeywell to Intermec in 2011 or 2012.

In his May 17, 2012 call to Mr. Lauer, Mr. Fradin described Honeywell’s interest in acquiring Intermec and told Mr. Lauer that Honeywell would be sending a nonbinding letter setting forth an indicative valuation of $7.75 per share. The letter, signed by Honeywell’s Chairman and CEO, David M. Cote, was received the same day. On May 23, 2012, Mr. Lauer emailed Mr. Fradin that Intermec planned to respond to Honeywell’s letter.

Also on May 17, 2012, Mr. Lauer’s assistant received word from a representative of Party C, a technology company, that Party C’s CEO wished to have a telephone conversation or meeting with Mr. Lauer. Mr. Lauer arranged to meet with Party C’s CEO on June 25, 2012 in Seattle.

On May 18, 2012, Mr. Lauer met with Party A’s principal in Woodside, California and discussed Party A’s potential interest in a transaction with Intermec. On that same date, Mr. Lauer also met with a partner at Intermec’s former financial advisor to discuss its services on behalf of Intermec.

On May 22, 2012, Intermec’s board held a regularly scheduled meeting. At that meeting, Mr. Lauer reviewed with the board in depth his assessment of our financial and competitive position, including the near-term priorities

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for Intermec. These priorities included streamlining our cost structure, improving our profitability and cash position, evaluating and reinforcing our strategic course, continuing to analyze our go-to-market strategy and market position, and addressing competitive risks. Mr. Lauer reported to the board that he had initiated an internal review of Intermec’s strategic planning process. As part of this review, Mr. Lauer committed to provide to the board in the near future, at a meeting subsequently scheduled for July 17th, a forward looking, five-year financial forecast based on current market expectations that could be the basis of a business plan for Intermec to continue forward on a standalone basis. The board also discussed the recent contacts by Parties A, B, C and Honeywell.

After careful consideration of a number of factors, including the foregoing, the board directed Intermec’s management to prepare for strategic discussions by identifying and recommending to the board an investment banking firm to act as a financial advisor to assist the board in reviewing our current and anticipated performance, evaluating and responding to the contacts made by Parties A, B, C and Honeywell, and reviewing our revised strategic plan and five-year financial forecasts that would be prepared by Intermec’s management. The board also decided, pending preparation and adoption of formal resolutions, to form a special committee of the board, which we refer to as the Special Committee. To facilitate rapid communication and oversight, as necessary, the Special Committee was to be comprised of three independent directors, and would be tasked with, among other things, guiding, overseeing and directing an in-depth review of management’s then-current plans for the development, financing and execution of our corporate and business strategies and making an in-depth evaluation of the effectiveness of such strategies. The board also discussed how to proceed with a search for a permanent CEO.

Beginning on May 23, 2012, management began to identify investment banking firms, including Intermec’s former financial advisor, with appropriate experience for the board to interview and consider as financial advisor to Intermec and the board in connection with a review of Intermec’s strategy and performance.

On May 24, 2012, Intermec’s senior vice-president of global operations was in regular business discussions with the CEO of Party E, a technology company with which Intermec does business. During these discussions, Party E’s CEO expressed an interest in potentially making an equity investment in or acquiring Intermec, as well as in meeting with Mr. Lauer in the July to August, 2012 period. After discussing this information with Mr. Lauer, Intermec’s senior vice-president responded to Party E’s CEO that Mr. Lauer would be pleased to meet when the travels of Party E’s CEO made such a meeting with Mr. Lauer convenient.

On May 25, 2012, a stockholder that owned approximately 16% of Intermec’s common stock made a Schedule 13D filing with the SEC calling for a sale of Intermec. Our closing stock price on May 24, 2012, the day prior to the Schedule 13D filing, was $5.64.

On May 29, 2012, Party A’s principal contacted Mr. Morikubo offering to meet with the appropriate members of Intermec’s executive management team in Seattle to provide his perspective on Intermec’s business and valuation, including the possibility of an acquisition of Intermec.

On the same day, Mr. Morikubo was also contacted by a principal of another private equity firm, Party D, who was referred to Mr. Morikubo by Mr. Byrne. The Party D principal introduced himself and offered to travel to Intermec’s offices to meet with Messrs. Lauer and Morikubo to discuss Party D’s experience in investing in companies like Intermec and possible alternatives for us, including a potential acquisition of Intermec.

On May 31 and June 1, 2012, Messrs. Lauer, Morikubo, and our director of corporate development, Ms. Robin Phillips, met with representatives of three investment banking firms to discuss their respective capabilities and views of Intermec and its performance and strategy.

On June 1, 2012, Mr. Fradin from Honeywell contacted Mr. Lauer requesting a response to Honeywell’s May 17, 2012 letter. On June 4, 2012, Mr. Lauer called Mr. Fradin. Mr. Fradin expressed Honeywell’s continued interest in an acquisition of Intermec and encouraged Mr. Lauer to provide a specific date by which Intermec

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would respond to Honeywell’s letter. Mr. Lauer informed Mr. Fradin that the board had reviewed Honeywell’s letter, but that a response would likely take a few weeks and provided reasons for the deferred response time, including that Intermec was currently conducting a detailed review of its operations.

On June 5, 2012, Mr. Lauer interviewed a representative of Spencer Stuart who had requested a meeting to explore the possibility of his firm conducting an executive search for a new CEO for Intermec. The discussion focused on issues including a potential search process and the development of a list of CEO qualifications.

On June 5, 2012, Intermec’s board of directors held a special telephonic meeting in which Mr. Morikubo and attorneys from Perkins Coie presented for comment a draft charter and resolutions to establish the Special Committee, and Messrs. Lauer and Morikubo updated the board on their meetings with representatives of investment banking firms. The board directed management to further discuss with Merrill Lynch, Pierce, Fenner & Smith Incorporated (or BofA Merrill Lynch) the potential terms of an engagement of BofA Merrill Lynch by the board. At this meeting, the board also authorized management and Intermec’s legal advisors to review the legal and other considerations relating to stockholder rights plans, for the board’s possible consideration at a later date.

During this meeting the board directed, and Mr. Reynolds confirmed on behalf of such committee, that the Governance and Nominating Committee of the Board (which we refer to as the Governance Committee) would take the lead in organizing our CEO succession and search efforts. The board also received an update on a discussion with a representative of Spencer Stuart regarding such CEO search, as well as contacts by two other executive recruiting firms and interested individuals.

On June 5, 2012, a stockholder group that owned approximately 11% of our common stock in the aggregate made an amendment to its Schedule 13D filing with the SEC that called for a sale of Intermec.

On June 12, 2012, we publicly announced that Intermec had committed to a business restructuring plan that would reduce our workforce by about 170 employees (or approximately 7.4% of our workforce) and result in an anticipated reduction in annualized expenses of about $19 to $21 million when fully implemented. Also on that date, Mr. Morikubo, Ms. Phillips and our Senior Vice President of Mobile Solutions, Mr. Earl Thompson, met with representatives of BofA Merrill Lynch regarding the possibility of engaging the firm.

On June 14, 2012, Intermec’s board of directors held a special telephonic meeting to establish and adopt the charter for the Special Committee, naming directors Messrs. Stephen Reynolds, Eric Draut and Keith Barnes to the committee. In connection with an update by Messrs. Lauer and Morikubo on the ongoing discussions with BofA Merrill Lynch regarding a potential engagement, the Special Committee was directed to assist Intermec’s management in evaluating BofA Merrill Lynch and to make a recommendation to the full board with respect to such potential engagement.

On that same date, the Governance Committee met to consider the CEO search. The Governance Committee determined to proceed in two phases, beginning with the development of a set of CEO qualifications and specification, and then proceeding with candidate review and recruiting. The Governance Committee also determined to proceed with the review and selection of outside consultants to support the Governance Committee in connection with the CEO search.

Also on that date, a representative of Party C contacted Mr. Morikubo to request a meeting between Party C’s CEO and Mr. Lauer later in June. A meeting was set for June 25, 2012 in Seattle.

On June 18, 2012, Messrs. Lauer and Morikubo and Ms. Phillips, along with the members of the Special Committee, met with four representatives of BofA Merrill Lynch to discuss its qualifications, its assessment of Intermec’s current business and its preliminary valuation observations. In preparation for the meeting, Intermec had provided BofA Merrill Lynch with detailed information about our internal financial and business results and expectations. The members of our management and the Special Committee left the meeting favorably impressed

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with the qualifications of BofA Merrill Lynch, including its knowledge of our industry, its prior representation of parties in transactions within such industry, the strength, size and diverse skills of its team, and its overall preparedness and responsiveness.

On June 20, 2012, Mr. Fradin of Honeywell contacted Mr. Lauer to follow up on Honeywell’s May 17^th letter to Intermec’s board and to reiterate Honeywell’s interest in engaging in discussions regarding a possible acquisition. Mr. Lauer affirmed that Intermec and its board were taking Honeywell’s interest seriously, but that the board and management were still in the process of evaluating Intermec’s strategic position following our first quarter results and our recent restructuring actions. He stressed to Mr. Fradin that the board was committed to advancing the interest of Intermec’s stockholders, and that Intermec would be in a position to respond to Honeywell’s invitation to discuss a possible acquisition in July, 2012. Mr. Fradin contacted Mr. Lauer again by telephone on June 21, 2012 to underscore Honeywell’s interest in acquiring Intermec.

On June 25, 2012, Mr. Lauer met with Party C’s CEO. Party C’s CEO focused on why he thought a merger with his company made strategic sense for Intermec’s stockholders, customers and employees. Company C’s CEO noted that he would send a letter shortly containing a nonbinding indication of interest and that the letter would contain a deadline to begin discussions. Mr. Lauer explained that Intermec’s board was committed to follow a process in order to thoroughly evaluate possible alternatives for Intermec, and that responding within the time period described by Party C’s CEO would be difficult.

Following the meeting with Party C’s CEO, on June 27, 2012, Party C’s CEO sent Mr. Lauer a letter containing a non-binding indication of interest to acquire all of the outstanding common stock of Intermec for $8.00 per share. Attached to the letter were copies of correspondence issued to Party C by two reputable financing sources evidencing Party C’s confidence in being able to secure financing for the transaction.

On the same day, Party C’s CEO and Mr. Lauer exchanged emails regarding Party C’s interest in discussing a possible acquisition of Intermec. Mr. Lauer thanked Party C’s CEO for his interest, and indicated he hoped to be able to give Party C a better sense of direction soon about the Company’s planned course of action.

On July 2, 2012, the Special Committee held a special telephonic meeting in which it determined to recommend to the board that Intermec engage BofA Merrill Lynch as its financial advisor. The Special Committee also received Mr. Lauer’s report on management’s progress in developing a long-term business model for the Special Committee’s review and consideration at the Special Committee’s meeting on July 10, 2012.

The following day, on July 3, 2012, Intermec’s board of directors held a special telephonic meeting. Among other things, Messrs. Lauer and Morikubo updated the board on the status of contacts received to date from parties interested in discussing a possible acquisition of all or part of Intermec. The board also authorized the Special Committee, on behalf of the board, to engage BofA Merrill Lynch to assist the board and the Special Committee in their review and consideration of strategic issues and, if the board determined, potential strategic alternatives. In the same meeting, the board received a briefing from Intermec’s internal and external legal advisors regarding stockholder rights plans and reasons that a board might consider adopting such a plan.

Also on July 3, 2012, Party B sent Mr. Lauer a letter underscoring its interest in acquiring our printer and media business. The letter did not contain a specific valuation for that business, but asserted that Party B could place a higher value on the printer and media business than would a buyer of Intermec as a whole. Party B also indicated in the letter that it was open to partnering with financial or strategic buyers that may be pursuing an acquisition of Intermec.

On July 10, 2012, Intermec entered into an engagement letter with BofA Merrill Lynch to advise Intermec and its board, including the Special Committee, in a review of Intermec’s standalone strategic and financial plan, and our potential strategic alternatives including a transaction.

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On that same date, the Special Committee met in person and via videoconference in Seattle, with representatives of BofA Merrill Lynch in attendance. During the meeting, management reported on the multi-year strategic plan for each of the principal business units of Intermec, including a discussion of potential risks in connection with the plan. BofA Merrill Lynch discussed its observations with the Special Committee regarding management’s strategic plan and the various strategic opportunities that Intermec might consider to enhance stockholder value.

On July 16, 2012, the Special Committee met again to prepare for the presentation of management’s strategic plan to the full board. The Special Committee also considered recent communications with third parties interested in a potential strategic transaction with Intermec.

On July 17, 2012, Intermec’s board of directors met to consider, among other things, the strategic review of Intermec’s standalone business case undertaken by management with the oversight of the Special Committee, and with advice and assistance from BofA Merrill Lynch. Members of senior management presented the strategy review that had been previewed with the Special Committee, reflecting the business as currently composed, as well as financial forecasts for Intermec including financial information substantially similar to the August A Forecasts (which August A Forecasts are described in “Certain Management Financial Forecasts”). Representatives of BofA Merrill Lynch met with the board without management present to discuss its observations about the strategic plan, and the various strategic alternatives that may be available to Intermec, including possibilities involving third parties. The board discussed potential opportunities for Intermec in connection with a standalone strategy, as well as potential issues facing Intermec and certain of our product lines. After considering these discussions and further discussion in executive session, the board concluded that it would be in the best interests of our stockholders to authorize the Special Committee to undertake a broader strategic investigation. The board then amended the Special Committee’s charter to include among its responsibilities a review of Intermec’s strategic alternatives which, among other things, might include a potential transaction to sell part or all of Intermec. Following discussion regarding potential process and certain prospective parties, management and BofA Merrill Lynch were directed by the board to develop and commence a process to confidentially engage with those parties that had contacted us in the past regarding possible strategic transactions involving Intermec, and with other parties who had not yet contacted us but who might reasonably be interested in such a transaction. At this meeting Mr. Reynolds also reported on the work to date in structuring a phased engagement with a nationally recognized executive recruiting firm, to assist the board and Search Subcommittee with CEO succession.

On July 18, 2012, Mr. Lauer contacted Party C’s CEO to inform him that if Party C still wished to discuss its June 27^th proposal, Intermec was now ready to engage, and that Intermec had engaged BofA Merrill Lynch as its financial advisor. Party C’s CEO responded promptly indicating that he would direct Party C’s bankers to contact BofA Merrill Lynch.

Shortly thereafter BofA Merrill Lynch, on behalf of Intermec, contacted 15 financial and strategic parties regarding their potential interest in pursuing an acquisition of Intermec, or one of our multiple businesses, including parties who had previously contacted Intermec about such a transaction.

On July 19, 2012, Mr. Lauer called Mr. Fradin of Honeywell to inform him that Intermec had engaged BofA Merrill Lynch as its financial advisor, and that BofA Merrill Lynch would make contact with Mr. Fradin shortly. Representatives of BofA Merrill Lynch, on behalf of Intermec, and representatives of Honeywell spoke later that day regarding the process, including that Intermec would expect to receive preliminary indications of interest from potentially interested parties by the end of August, 2012. BofA Merrill Lynch also indicated, on behalf of Intermec, that Intermec would make certain information available to potentially interested parties and would offer a management presentation. BofA Merrill Lynch indicated further that several parties had expressed interest in Intermec and that, of the parties that had indicated a price, Honeywell had not made the highest offer.

Within the next few days Mr. Lauer made a similar call to Party B. Party B’s representative said that the representative would promptly contact BofA Merrill Lynch.

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On July 23, 2012 and July 30, 2012 the Special Committee held telephonic meetings in which the committee members received updates on the activities of management and BofA Merrill Lynch in developing and commencing a confidential process to engage with third parties potentially interested in a strategic transaction involving Intermec.

On July 24, 2012, Mr. Lauer called the CEO of Party E to further explore Party E’s potential interest in an investment in or other transaction involving Intermec.

On August 1, 2012, Intermec entered into an engagement with the executive recruiting firm Spencer Stuart to conduct interviews with the board to develop a CEO specification, as the first phase of CEO succession. Mr. Lauer and Mr. Reynolds met with representatives of Spencer Stuart on the same day and discussed the timing and process of a CEO search on behalf of Intermec.

On August 2, 2012, we released our second quarter earnings and held our earnings call. We reported that our second quarter net revenues were $201 million, with a net loss of $39.3 million based on generally accepted accounting principles (which we refer to as GAAP), compared to 2011 second quarter net revenues of $221 million and a net loss of $3.8 million based on GAAP. In our press release, Mr. Lauer noted that the board was working closely with management and Intermec’s advisors to review Intermec’s long-term direction and leadership requirements. During the related earnings call, Mr. Lauer noted that management and the board had been very engaged in a review of Intermec’s longer term strategic direction and that the board continued to work on Intermec’s leadership needs. We did not provide forward earnings guidance.

On August 2, 2012, Mr. Lauer also called the CEO of Party E to inform the CEO that Intermec had engaged BofA Merrill Lynch as its financial advisor as we explored various potential strategic alternatives.

In meetings on August 6, 13, 20, and 27 and September 3, 2012, the Special Committee met and received additional updates from management and representatives of BofA Merrill Lynch regarding communications with parties potentially interested in a strategic transaction and the progress of related meetings and activities.

During this time frame the Governance Committee also determined to appoint a subcommittee (which we refer to as the Search Subcommittee) to work with Spencer Stuart in connection with organizing and conducting CEO search and succession activity. Board member Ms. Lydia H. Kennard agreed to chair the Search Subcommittee, and was joined by board members Messrs. Oren G. Shaffer and Larry D. Yost. The appointment of the Search Subcommittee was later ratified by formal action at the Governance Committee’s regular meeting on September 20, 2012. Ms. Kennard periodically reported to the Special Committee at meetings in August, 2012 and thereafter on CEO succession activities. Between September 4 and 13, 2012, representatives of Spencer Stuart met with all members of the board to discuss the appropriate content of a CEO specification for Intermec.

Between August 10 and September 12, 2012, we entered into nondisclosure agreements (NDAs) with certain parties who had previously expressed interest in discussing a possible strategic transaction involving Intermec, or who, after being confidentially approached by BofA Merrill Lynch on our behalf, expressed such an interest. These agreements included customary nondisclosure and no-solicit/no-hire terms and conditions. They also included standstill commitments that generally prohibited the party signing the NDA from acquiring or offering to acquire Intermec stock for one year, subject to certain individually negotiated exceptions.

Between August 13 and August 23, 2012, all five of the parties that previously contacted us about the possibility of engaging in a strategic transaction executed NDAs: Party A, Party B, Party C, Party D and Honeywell. Honeywell’s NDA with Intermec was signed on August 15, 2012.

In addition, six other parties who had been contacted by BofA Merrill Lynch on a confidential basis on our behalf executed NDAs between August 11 and September 12, 2012: Party E, Party F, Party G, Party H, Party I and Party J.

Of the 11 parties who executed NDAs with us through September 12, 2012, two expressed interest solely in our printer and media business (Parties B and F), four were private equity firms interested in Intermec as a whole

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(Parties A, D, I and J), and five were operating companies interested in Intermec as a whole (Honeywell and Parties C, E, G and H).

From August 13 to August 30, 2012, our management conducted presentations for all potential interested parties who had executed NDAs with us, other than Party J. These presentations provided material non-public information regarding our operations, business segments, go-to-market strategy, financial forecasts, and potential synergy opportunities specific to each potential interested party, as well as additional information on product development, operations, pension obligations, tax attributes, headcount and information technology systems. Our financial forecasts provided to the potential interested parties during this period, which we refer to as the August B Forecasts, consisted of financial information based on substantially the same internal, non-public five-year financial forecasts as the August A Forecasts, but which, among other things, assumed certain incremental revenue from expansion of our hardware and services businesses and increased research and development and sales investments. See “Certain Management Financial Forecasts.”

From August 30 to September 12, 2012, potential interested parties were allowed to submit additional diligence questions in writing. To the extent necessary, potential interested parties were provided with responses, including supplementary materials. In addition, conference calls were conducted by our management with certain potential interested parties to discuss additional diligence topics, including matters such as an overview of our voice solutions business, intellectual property owned by us and associated revenues, go-to-market strategy, channel partnerships, potential synergy opportunities, tax benefits, pension obligations and our overall historical and projected financial performance.

On or about August 27, 2012, representatives of BofA Merrill Lynch, at the direction of the board and special committee, instructed the parties that had entered into NDAs with us to submit current indications of interest by September 14, 2012.

On September 14, 2012, we received non-binding indications of interest from Honeywell and Parties B, C, E and F. Parties B and F submitted indications of interest only with respect to our printer and media business. Parties A, D, G, H, I and J did not submit indications of interest and did not further participate in the process.

The indications of interest from Parties B and F valued our printer and media business alone at between $185 million and $250 million.

The non-binding valuations submitted by those interested in Intermec as a whole spanned a range of $8.00 to $8.75 per share. Honeywell’s indication of interest was at $8.05 per share, but did not include any significant conditions or qualifications to consummation of a transaction. The indication submitted by Party C reflected a price range that was superior to Honeywell’s indicated valuation but indicated that, although there would be no financing condition, it would have to arrange committed financing to effect the transaction. The indication of interest submitted by Party E fell at the low end of the price range for Intermec as a whole and contained certain qualifications to the proposed transaction that appeared to be potentially significant or unclear. All indications of interest were expressly conditioned on completion of due diligence and the negotiation of satisfactory definitive agreements.

On September 17, 2012, the Special Committee met with representatives of BofA Merrill Lynch to discuss the preliminary expressions of interest received from third parties. The discussion included consideration of certain sources of additional potential value in Intermec that could be addressed in follow-up communications with such potentially interested parties.

On this same day, BofA Merrill Lynch was contacted by representatives of Party K who was interested in discussing a possible transaction involving our printer and media business.

On September 19 and 20, 2012, Intermec’s board of directors met in Seattle at regularly scheduled meetings. The standing committees of the board also met at this time. The Compensation Committee, with its independent compensation consultant, considered information regarding the potential effect of a change of control on the compensation and benefits of our executives and other employees. The Governance Committee, with

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representatives of Spencer Stuart, discussed the proposed CEO position specification and plans for beginning the market outreach phase of the CEO succession process.

During the meetings on September 19 and 20, the board reviewed business trends and developments during our then-current fiscal quarter, and an outlook for the remainder of the year and other business matters. BofA Merrill Lynch provided an update to the board on the current interest that had been expressed by third parties in exploring a potential strategic transaction with Intermec, and discussed with the board potentially available strategic opportunities for Intermec.

As part of the September 20 board meeting, representatives of Perkins Coie provided a review, and led a discussion, of the fiduciary duties of Intermec’s board, including in connection with strategic proposals involving a change in control of Intermec. The board discussed these issues, asked questions of Mr. Morikubo and the representatives of Perkins Coie, and received guidance and advice.

After discussing the indications of interest received by Intermec, the board directed management and BofA Merrill Lynch to take certain actions. First, based in part on the disparity between the valuation given our printer and media business by Parties B and F, on the one hand, and the valuations given Intermec as a whole by Honeywell and Parties C and E, on the other hand, and given that several parties appeared interested in acquiring only our printer and media business, the board directed management to work with BofA Merrill Lynch to refine the analysis of the intrinsic value of the printer and media business to Intermec and to analyze the feasibility of divesting that business from the rest of Intermec. Second, the board directed BofA Merrill Lynch to follow up with the parties that had submitted indications of interest to better understand the bases for their proposals, as well as whether or not Intermec could expect any of the parties who expressed interest in Intermec as a whole to reconsider its proposal in light of the valuations proposed by the parties who were only interested in our printer and media business.

On or about September 21, 2012, BofA Merrill Lynch, on our behalf, informed Honeywell that, after considering Honeywell’s indication of interest and the other indications of interest received, Honeywell would not be invited into the next round of the process of soliciting potential bids to acquire all or part of Intermec. BofA Merrill Lynch also indicated to Honeywell, on our behalf, that an acquisition price for Intermec as a whole in the $8.00 per share range was too low, but that a double digit per share offer could be attractive to the board.

In the subsequent two to three weeks, Intermec’s management, with the assistance of representatives of BofA Merrill Lynch, analyzed our printer and media business. The analysis included detailed financial modeling and sensitivity analysis as well as consideration of operational and other effects, such as utilization of tax attributes, that divesting the printer and media business would have on Intermec and our future prospects.

On October 2, 2012, Party K, a technology company whom BofA Merrill Lynch had previously contacted on our behalf, executed an NDA with us after expressing interest in a potential strategic transaction.

Management reported the results of its analysis of the printer and media business at a Special Committee meeting on October 8, 2012, which all board members were invited to attend. Management concluded that, on balance, a potential transaction for the sale of Intermec as a whole would likely be more beneficial to our stockholders than a transaction involving only our printer and media business. The reasons for management’s conclusion included the following: (A) Although the printer and media business is more profitable than other businesses of Intermec, and specifically our mobile computing business, the market is slow-growing and we had experienced some decline in business for printers in recent periods; (B) our printer and media business and our mobile computer business are generally highly integrated on an operational level, so that separating the printer and media business from the rest of Intermec would be complicated, could result in significant costs that could not otherwise be recovered, and could be a source of significant potential operational risks for the remaining enterprise; and (C) Intermec did not presently have an identified use for the proceeds that would result from the sale of our printer and media business.

On October 8, 2012, BofA Merrill Lynch, on our behalf, conducted a conference call with Party E to better understand the proposed terms of Party E’s non-binding indication of interest submitted on September 14, 2012.

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BofA Merrill Lynch subsequently offered to schedule a call with Intermec’s management to discuss areas of potential additional value that BofA Merrill Lynch and Intermec believed might enable Party E to improve the proposed terms in its indication of interest. On October 23, 2012, Party E contacted BofA Merrill Lynch to inform Intermec that Party E was unable to increase its proposed purchase price and, therefore, Party E did not further participate in the process regarding a potential strategic transaction with Intermec.

On October 9, 2012, Intermec executed an engagement agreement with Spencer Stuart to commence an external search for a CEO to succeed Mr. Lauer. Potential internal candidates for the CEO position were interviewed following Spencer Stuart’s engagement.

From October 12, 2012 to November 2, 2012, Intermec’s management team conducted numerous calls with Party C covering a range of diligence topics in an effort to help Party C improve the proposed terms in its indication of interest. Further, senior management of Intermec conducted face to face meetings with Party C in New York City on October 17 and 18, 2012 to provide additional details regarding Intermec. The Special Committee held meetings on October 15 and October 22, 2012 to receive updates on and discuss communications with potentially interested parties and the status of the bid solicitation process.

On October 22, 2012, a representative from Honeywell met with representatives of BofA Merrill Lynch, on our behalf, to discuss the status of the bid solicitation process, including that parties had made attractive proposals to acquire the printer business and that at least two parties remained interested in acquiring Intermec as a whole. In the meeting, representatives of BofA Merrill Lynch, on our behalf, reiterated that a double digit per share acquisition price could be attractive to the board.

On October 25, 2012, Party K, through its advisors, submitted an indication of interest in acquiring only our printer and media business at a price within the range previously proposed by Parties B and F. However, BofA Merrill Lynch, on our behalf, relayed to Party K our view that separating that business from the rest of Intermec would be difficult. Party K then expressed an interest in a potential acquisition of Intermec as a whole rather than just our printer and media business.

On October 29, 2012, the Compensation Committee of the board met to consider non-executive retention matters, and directed the Equity Grant Committee of the board to use a newly designated pool of 725,000 shares for retention grants of restricted stock units to non-executive employees. The Special Committee also met on this day to receive updates on and discuss communications with potentially interested parties and the status of the bid solicitation process.

On October 30, 2012, Intermec’s Audit Committee held a regular meeting to review quarterly financial results and earnings disclosures. The board conducted a special telephonic meeting immediately thereafter. The board reviewed and discussed five-year financial forecasts for Intermec prepared by management, which we refer to as the October Forecasts, that reflected Intermec’s actual results for the first three quarters of 2012 and revised assumptions regarding long-term market growth rates for specific lines of our business. See “Certain Management Financial Forecasts.” The board also received a report on current sales activities and potential trends. BofA Merrill Lynch updated the board on current communications and activities on our behalf with third parties expressing interest in a potential strategic transaction. Ms. Kennard reported on current CEO succession activity, noting that the Search Subcommittee planned to interview CEO candidates before the board’s next scheduled meeting in November, 2012.

On October 31, 2012, BofA Merrill Lynch, at the direction of the board, shared the 2012 and 2013 portions of the October Forecasts with the remaining parties interested in acquiring Intermec as a whole. See “Certain Management Financial Forecasts.” BofA Merrill Lynch, on our behalf, then asked such interested parties to update their indications of interest to enter into a strategic transaction with Intermec based on the financial forecasts.

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On November 1, 2012, our third-quarter earnings were announced in a press release. Our third-quarter net revenues were $192.8 million and net earnings were $7.2 million on a GAAP basis, compared to third-quarter 2011 net revenues of $211.8 million and net earnings of $704,000 on a GAAP basis. The press release included statements that Intermec was continuing its work with its financial advisor BofA Merrill Lynch in performing Intermec’s evaluation of Intermec’s business and strategic alternatives, and was working with Spencer Stuart to conduct a search for Intermec’s next CEO. On November 2, 2012, our closing stock price was $7.39 per share, representing a 9% increase from our closing stock price on the day prior to our third-quarter earnings press release.

From November 6 to November 12, 2012, Intermec’s management team attended several telephone calls to update Party B, Party F and Party K regarding the implications of our third-quarter results on the near-term prospects of our printer and media business. These telephone calls also covered certain outstanding diligence questions posed by the potentially interested parties. These parties were also provided with supplemental materials regarding Intermec in response to their diligence questions.

From November 7 to November 12, 2012, we received updated non-binding indications of interest from Honeywell and Parties B, C, F and K. Parties B and F again submitted indications of interest only for our printer and media business. The responses pertaining only to our printer and media business contained potential purchase prices ranging from $200 million to $230 million. Honeywell, Party C and Party K each submitted an updated non-binding indication of interest for Intermec as a whole with a proposed price of $9.25 per share. Honeywell had raised its offer to $9.25 per share after phone conversations that took place between November 6 and November 7, 2012 between representatives of BofA Merrill Lynch, on our behalf, and representatives of Honeywell, and in connection with its increased offer Honeywell requested a period of exclusivity with Intermec to perform due diligence and to negotiate definitive transaction documents.

On November 11th and 12th, 2012, the CEO search subcommittee interviewed one internal and several external CEO candidates presented by Spencer Stuart. The Special Committee met on November 12, 2012 to receive updates on and to discuss communications with potentially interested parties and the status of the bid solicitation process.

On November 12, 2012, Intermec’s board of directors met in Seattle for a regularly scheduled meeting. The board was briefed by the Special Committee and BofA Merrill Lynch regarding the status of the process regarding a potential strategic transaction involving Intermec. The search committee also briefed the board on the CEO candidates that had been interviewed. In addition, members of Intermec’s management presented information regarding the standalone financial models for Intermec, including the October Forecasts with respect to Intermec’s business. The board asked questions regarding and discussed the standalone models, including potential risks and related issues. Finally, the board also discussed with management the potential issues and risks that could arise in connection with a proposed sale of our printer and media business, as presented to the Special Committee on October 8, 2012, as well as the possibility of strategies that might mitigate such potential risks. Following such discussion, the board agreed that, on balance, a potential transaction for the sale of Intermec as a whole would likely be more beneficial to our stockholders than a transaction like that proposed by Party B or Party F involving only our printer and media business.

Following the November 12th board meeting, BofA Merrill Lynch, on our behalf, communicated to Honeywell, Party C and Party K that they would need to raise their proposed purchase price per share to remain competitive, that Intermec had three proposals to acquire the company as a whole, and that a $10.00 per share purchase price would be needed for Intermec to grant exclusivity to a party.

Representatives of BofA Merrill Lynch, on our behalf, and representatives of Honeywell engaged in a series of phone conversations on or about November 13, 2012 to discuss a potential purchase price per share for Intermec. In these phone conversations, Honeywell indicated that it would be difficult for it to move up to $10.00 per share, but said that Honeywell would increase its proposed purchase price to $9.75 per share. Honeywell also reiterated its request for a period of exclusivity.

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On November 15, 2012, we received an updated indication of interest from Party C to acquire Intermec as a whole at a price of $10.00 per share, but Party C still needed to obtain committed financing. In connection with its indication of interest, Party C requested that Intermec agree to limit diligence to and negotiate exclusively with Party C for a limited period.

On November 16, 2012, Intermec’s board of directors met to consider the responses received from the parties potentially interested in acquiring part or all of Intermec. BofA Merrill Lynch discussed with the board information and updates regarding the indications of interest. After reviewing and discussing the indications of interest, the board directed BofA Merrill Lynch to contact Honeywell, Party C and Party K to communicate that the board was prepared to proceed with further due diligence and negotiation of definitive agreements but on a non-exclusive basis. BofA Merrill Lynch communicated this to Honeywell, Party C and Party K on November 16^th. In communicating this to Honeywell, BofA Merrill Lynch informed Honeywell that there was another proposal at a higher price per share than Honeywell’s proposal, but that because the other proposal was conditioned on additional due diligence and obtaining financing commitments, Honeywell should move quickly to be in the position to provide its best offer.

Representatives of Honeywell and Party C were admitted into an electronic data room containing diligence information regarding Intermec on November 17, 2012, and Intermec provided both such parties with a draft merger agreement on November 18, 2012.

On November 19, 2012, representatives of Party K contacted BofA Merrill Lynch and informed BofA Merrill Lynch that Party K would not increase its proposed purchase price above the $9.25 per share submitted on November 12^th. Party K was not given access to the electronic data room regarding Intermec or provided with a draft merger agreement.

On or about November 21, 2012, Intermec and Honeywell entered into a clean team agreement, pursuant to which we provided select Honeywell personnel and representatives with access to additional diligence information regarding Intermec.

On November 26, 2012, the Equity Grant Committee of the board made retention grants of an aggregate of 661,900 shares of restricted stock units to non-executive employees, as authorized by the Compensation Committee of the board on October 29, 2012.

Through late November and early December 2012, we proceeded with very active due diligence and document negotiations with Honeywell and Party C, including calls among counsel for the parties, discussion with relevant representatives of the businesses, and active provision and review of due diligence materials. In addition to multiple conference calls, representatives of Perkins Coie and representatives from Bingham McCutchen LLP, counsel to Honeywell, met in person at Perkins Coie’s offices on December 4, 2012 to negotiate the merger agreement. In addition, at that meeting, representatives of Perkins Coie indicated that Honeywell was not offering the highest purchase price per share relative to other competing proposals.

The goal communicated by us to both Honeywell and Party C at the outset of this diligence and negotiation process was to receive final acquisition proposals by December 6, 2012.

On December 6, 2012, we received a final acquisition proposal from Honeywell. Honeywell increased its proposed purchase price to $10.00 per share, matching the highest proposed purchase price that had been submitted as part of the process, by Party C. Unlike the proposal of Party C, the Honeywell proposal did not require third-party financing, and did not have third-party financing as a condition precedent to closing. In addition, Honeywell agreed to our request that Honeywell pay a reverse termination fee under the terms of the agreement and plan of merger for a termination in connection with certain antitrust and competition law matters, and that such reverse termination fee would be the same size as our termination fee under the agreement and plan of merger. As of December 6, only a few issues remained in the negotiation of a definitive merger agreement with Honeywell.

Also on December 6, 2012, we received an email from Party C’s CEO stressing Party C’s continued interest in pursuing an acquisition of Intermec as a whole on the terms it offered earlier. However, Party C indicated that

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it required another 10 to 15 days for additional due diligence regarding Intermec and to finalize its acquisition proposal and financing commitments that would be needed to complete the proposed transaction. Party C also offered to move forward with negotiations on a form of definitive merger agreement and related agreements while it conducted such diligence and worked to finalize its acquisition proposal and financing commitments. Party C declined to increase its proposed purchase price beyond the $10.00 per share price that it had previously communicated to us.

On December 6, 2012, the Special Committee met to consider the recent communications received from Honeywell and Party C, and to discuss the proposed acquisition of Intermec by one or the other of such parties. Representatives of BofA Merrill Lynch, Perkins Coie and Mr. Morikubo reported to the Special Committee on the status of communications with Honeywell and Party C, and the Special Committee asked questions about and discussed such matters. Representatives of BofA Merrill Lynch then reviewed with the Special Committee its preliminary financial analyses relating to Intermec and the proposed transaction with Honeywell. The information considered by BofA Merrill Lynch in its preliminary financial analyses included the October Forecasts. See “Certain Management Financial Forecasts.” The Special Committee reviewed and discussed the information presented by BofA Merrill Lynch and asked questions regarding the proposed transaction. Representatives of Perkins Coie and Mr. Morikubo then summarized key terms of the proposed merger agreement with Honeywell, and reviewed the small number of outstanding issues to be resolved in connection with the proposed transaction. Following questions and further discussion by the Special Committee and advice from representatives of BofA Merrill Lynch and Perkins Coie, the Special Committee resolved to recommend that the board authorize the Special Committee to focus additional efforts on negotiations with Honeywell in order to determine whether a strategic transaction involving a merger of Intermec was obtainable on terms and conditions that were in the best interests of Intermec and its stockholders.

On December 7, 2012, Intermec’s board of directors held a special meeting to consider the status of discussions with and the communications received from Honeywell and Party C.

Given that the response from Party C was not definitive and did not conform to requirements established under the process letter previously provided to both Honeywell and Party C, and given further that the purchase price per share proposed by Honeywell matched the previously leading price of Party C, the board determined to focus initially on the final acquisition proposal submitted by Honeywell.

Representatives of BofA Merrill Lynch reviewed with the board financial analyses relating to Intermec and the proposed transaction. The financial analyses considered by BofA Merrill Lynch were based on the October Forecasts. See “Certain Management Financial Forecasts” and “Opinion of Intermec’s Financial Advisor.” Mr. Lauer and other members of executive management discussed and asked questions about the information presented by BofA Merrill Lynch and offered their own views of Intermec’s financial forecasts and the standalone business model for Intermec, including the October Forecasts. Representatives of Perkins Coie reviewed guidance covered with the board in earlier meetings regarding the directors’ fiduciary duties, including with respect to the proposed transaction being considered. Representatives of Perkins Coie and Mr. Morikubo then summarized key terms of the proposed merger agreement with Honeywell, including conditions to closing, each party’s obligations under the agreement pending closing, anticipated timing of the transaction, and potential risks with respect to the proposed transaction, including possible antitrust review. Representatives of Perkins Coie and Mr. Morikubo also reviewed the outstanding issues to be resolved in connection with the proposed transaction.

Representatives of BofA Merrill Lynch reported that since the November 1, 2012 press release announcing that BofA Merrill Lynch was advising Intermec regarding strategic matters, no other party had contacted BofA Merrill Lynch to express an interest in a strategic transaction with Intermec.

Representatives of BofA Merrill Lynch and Perkins Coie and our management then discussed with the board the status of discussions with Party C, including Party C’s failure to increase its proposed purchase price

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beyond $10.00 per share and issues relating to the financing that would be required for Party C to consummate an acquisition of Intermec. Such representatives and Intermec’s management then relayed to the board their respective observations regarding the potential risks of suspending or foregoing action on the Honeywell proposal in order to permit Party C to continue to work on finalizing its proposal. The board then asked questions and discussed such matters.

After this discussion, the board asked the Special Committee for its recommendation. The members of the Special Committee did not recommend taking any action to limit or terminate discussions with Party C. The members of the Special Committee unanimously recommended that the Special Committee be authorized to focus additional efforts on negotiations with Honeywell in order to determine whether a strategic transaction involving a merger of Intermec could be finalized on terms and conditions that were in the best interests of Intermec and its stockholders. The board adopted resolutions granting such authorization to the Special Committee, and the board meeting was adjourned shortly thereafter.

For the remainder of the day and through December 8, 2012, Intermec’s management and representatives of BofA Merrill Lynch and Perkins Coie worked with representatives of Honeywell and Bingham McCutchen to finalize a definitive merger agreement with Honeywell.

On December 9, 2012, Intermec’s board of directors held a special meeting to consider the proposed acquisition of Intermec by Honeywell. Two directors were not able to attend due to illness. The meeting began with an executive session to which Mr. Landefeld from Perkins Coie and Mr. Morikubo were asked to participate.

One director, Ms. Kennard, recused herself from the discussion and vote regarding the proposed transaction. Ms. Kennard’s business has an ongoing business relationship with Honeywell. See “Interests of Our Directors and Executive Officers in the Merger.”

Following the executive session, representatives of Perkins Coie reviewed the principal terms and conditions of the proposed merger agreement with Honeywell, including conditions to closing, each party’s obligations to consummate the proposed transaction and obligations pending closing, anticipated timing of the transaction, and potential risks with respect to the proposed transaction, including possible antitrust review. Representatives of Perkins Coie and BofA Merrill Lynch and Intermec’s management also confirmed that the status of discussions with Party C and its proposal to purchase the Company remained the same as discussed with the board on December 7, 2012.

Also at this meeting, BofA Merrill Lynch reviewed with the board BofA Merrill Lynch’s financial analysis of the merger consideration of $10.00 in cash per share of Intermec common stock and delivered to the board an oral opinion, which was subsequently confirmed by delivery of a written opinion dated December 9, 2012, to the effect that, as of that date and based on and subject to various assumptions and limitations described in its opinion, the merger consideration of $10.00 in cash per share of Intermec common stock to be received by holders of Intermec common stock, was fair, from a financial point of view, to such holders. The opinion of BofA Merrill Lynch, including assumptions made, procedures followed, factors considered and limitations on the review undertaken in connection with such opinion, is discussed in more detail in this proxy statement under “Opinion of Intermec’s Financial Advisor.”

In connection with the board meeting, the Special Committee, after considering the information presented and the actions taken to date, unanimously adopted resolutions recommending that the board approve and authorize entry into the proposed definitive merger agreement with Honeywell and related matters, and delivered such recommendation to the board.

After deliberation, the members of the board of directors of Intermec present unanimously determined and resolved that the merger agreement and the terms and conditions of the contemplated merger and merger

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agreement with Honeywell are fair to, advisable and in the best interest of Intermec and its stockholders, approved and adopted the merger agreement, including the execution, delivery and performance by Intermec of the merger agreement and the merger, and recommended that all of the Intermec stockholders adopt the merger agreement.

During the evening of December 9, 2012, Intermec and Honeywell entered into the merger agreement.

Reasons for the Merger and Recommendation of Our Board of Directors

Reasons for the Merger

At the meetings of our special committee and our board of directors held on December 9, 2012, the special committee unanimously recommended that our board make the determinations relating to the merger and the adoption of the merger agreement described below in “The Merger — Reasons for the Merger and Recommendation of Our Board of Directors — Recommendation of Our Board of Directors.”

At the board meeting, following the special committee’s unanimous recommendation, the board accepted the special committee’s recommendation and made the determinations described below relating to the adoption of the merger, including recommending that the Intermec stockholders adopt the merger agreement.

In making their respective recommendations and determinations, our special committee and our board considered, among other things:

Our special committee and our board also considered, among other things, their knowledge of the strategic review process that the special committee had closely supervised with active and periodic input from the board — through formal meetings, informal consultation, regular advice from legal and financial advisors and the continuous interaction between the special committee, as well as the board, and those advisors — to consider available business and strategic alternatives, investigate potential transactions, identify potential buyers and ultimately negotiate and enter into the merger agreement with Honeywell, as described under “The Merger — Background of the Merger,” including:

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In the course of deliberations, our special committee and our board also considered, among other things, the following material positive factors regarding the merger:

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Our board also considered our special committee’s unanimous recommendation that the board approve the merger agreement and the merger.

In addition, in the course of their deliberations, our special committee and our board considered, among other things, the following potentially negative factors regarding the merger:

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The preceding discussion of the factors considered by our special committee and our board is not, and is not intended to be, exhaustive, but does cover the material factors considered. In light of the variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, neither our special committee nor our board found it practicable to, and did not, quantify or otherwise attempt to assign relative weights to the various factors considered in reaching its determination, nor did it undertake to make any specific determination as to whether any particular factors (or any aspect of any particular factors) were favorable or unfavorable to its ultimate determination. Rather, each of our special committee and our board reached its recommendations and determinations based on its evaluation of the totality of the information presented, considered and analyzed during the process. In considering the factors discussed above, individual directors may have ascribed differing significance to different factors.

Recommendation of Our Board of Directors

Upon the unanimous recommendation of the special committee of our board of directors, our board of directors, by the unanimous vote of all of its members voting at a meeting held on December 9, 2012, determined that each of the merger and the merger agreement is fair to, advisable and in the best interests of Intermec and its stockholders, approved and adopted the form, terms and provisions of the merger agreement and declared them advisable, including the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, recommended the merger agreement and merger be adopted and approved by Intermec’s stockholders, and authorized a special meeting of Intermec’s stockholders to be held to consider the adoption and approval of the merger agreement, merger and other matter relating to the consummation of the transactions contemplated by the merger agreement. Our board of directors unanimously recommends by those voting on this matter that you vote “FOR” the adoption of the merger agreement, “FOR” the adjournment of the special meeting if determined necessary by Intermec, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement, and “FOR” the non-binding “golden parachute” compensation payments proposal relating to the merger.

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When considering the recommendation of our board of directors with respect to the merger agreement, you should be aware that certain directors and executive officers of Intermec have interests with respect to the merger that are in addition to or different than their interests as stockholders of Intermec generally. See “The Merger — Interests of Our Directors and Executive Officers in the Merger” beginning on page [—] of this proxy statement.

Opinion of Intermec’s Financial Advisor

Intermec has retained BofA Merrill Lynch to act as Intermec’s financial advisor in connection with the merger. BofA Merrill Lynch is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Intermec selected BofA Merrill Lynch to act as Intermec’s financial advisor in connection with the merger on the basis of BofA Merrill Lynch’s experience in transactions similar to the merger, its reputation in the investment community and its familiarity with Intermec and its business.

On December 9, 2012, at a meeting of Intermec’s board of directors held to evaluate the merger, BofA Merrill Lynch delivered to Intermec’s board of directors an oral opinion, which was confirmed by delivery of a written opinion dated December 9, 2012, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the merger consideration of $10.00 in cash per share of Intermec common stock to be received by holders of Intermec common stock was fair, from a financial point of view, to such holders.

The full text of BofA Merrill Lynch’s written opinion to Intermec’s board of directors, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this document and is incorporated by reference herein in its entirety. The following summary of BofA Merrill Lynch’s opinion is qualified in its entirety by reference to the full text of the opinion. BofA Merrill Lynch delivered its opinion to Intermec’s board of directors for the benefit and use of Intermec’s board of directors (in its capacity as such) in connection with and for purposes of its evaluation of the merger consideration of $10.00 in cash per share of Intermec common stock from a financial point of view. BofA Merrill Lynch’s opinion does not address any other aspect of the merger and no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to Intermec or in which Intermec might engage or as to the underlying business decision of Intermec to proceed with or effect the merger. BofA Merrill Lynch’s opinion does not address any other aspect of the merger and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed merger or any related matter.

In connection with rendering its opinion, BofA Merrill Lynch:

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In arriving at its opinion, BofA Merrill Lynch assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the management of Intermec that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Intermec management forecasts, BofA Merrill Lynch was advised by Intermec, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Intermec as to the future financial performance of Intermec. BofA Merrill Lynch did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Intermec, nor did it make any physical inspection of the properties or assets of Intermec. BofA Merrill Lynch did not evaluate the solvency or fair value of Intermec or Honeywell under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Merrill Lynch assumed, at the direction of Intermec, that the merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on Intermec or the contemplated benefits of the merger.

BofA Merrill Lynch expressed no view or opinion as to any terms or other aspects of the merger (other than the merger consideration of $10.00 in cash per share of Intermec common stock to the extent expressly specified in its opinion), including, without limitation, the form or structure of the merger. BofA Merrill Lynch’s opinion was limited to the fairness, from a financial point of view, of the merger consideration of $10.00 in cash per share of Intermec common stock to be received by the holders of Intermec common stock and no opinion or view was expressed with respect to any consideration received in connection with the merger by the holders of any other class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the merger, or class of such persons, relative to the merger consideration of $10.00 in cash per share of Intermec common stock. Furthermore, no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to Intermec or in which Intermec might engage or as to the underlying business decision of Intermec to proceed with or effect the merger. In addition, BofA Merrill Lynch expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the merger or any related matter. Except as described above, Intermec imposed no other limitations on the investigations made or procedures followed by BofA Merrill Lynch in rendering its opinion.

BofA Merrill Lynch’s opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Merrill Lynch as of, the date of its opinion. It should be understood that subsequent developments may affect its opinion, and BofA Merrill Lynch does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Merrill Lynch’s opinion was approved by BofA Merrill Lynch’s Americas Fairness Opinion Review Committee.

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The following represents a brief summary of the material financial analyses presented by BofA Merrill Lynch to Intermec’s board of directors in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Merrill Lynch, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Merrill Lynch. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Merrill Lynch.

Intermec Financial Analyses

Selected Publicly Traded Companies Analysis. BofA Merrill Lynch reviewed publicly available financial and stock market information for Intermec and the following five publicly traded companies with operations or businesses that for purposes of this analysis may be considered reasonably similar to those of Intermec:

BofA Merrill Lynch reviewed, among other things, enterprise values of the selected publicly traded companies, calculated as equity values based on closing stock prices on December 7, 2012, plus debt, preferred stock, minority interest and the after-tax net present value of the unfunded portion of future pension obligations, less cash and short-term and long-term investments, as a multiple of calendar year 2013 estimated earnings before interest, taxes, depreciations and amortization, adjusted to exclude stock based compensation, one-time costs and pension expenses, which we refer to as Adjusted EBITDA, or Enterprise Value/CY 2013E Adjusted EBITDA. BofA Merrill Lynch also reviewed per share equity values, based on closing stock prices on December 7, 2012, of the selected publicly traded companies as a multiple of calendar year 2013 estimated earnings per share (excluding amortization of intangibles, restructuring costs and one-time items), which we refer to as EPS, or 2013 P/E. This analysis indicated high, low, mean and median multiples for Enterprise Value/CY 2013E Adjusted EBITDA of 8.5x, 4.7x, 6.9x and 7.4x, respectively, and for 2013 P/E of 17.4x, 7.3x, 12.7x and 13.8x, respectively.

BofA Merrill Lynch then applied calendar year 2013 Adjusted EBITDA multiples of 6.0x to 8.0x derived from the selected publicly traded companies to Intermec’s calendar year 2013 estimated Adjusted EBITDA and 2013 EPS multiples of 11.0x to 14.0x derived from the selected publicly traded companies to Intermec’s calendar year 2013 estimated EPS. Estimated financial data of the selected publicly traded companies were based on publicly available research analysts’ estimates, and estimated financial data of Intermec were based on the Intermec management forecasts; in this regard, Intermec’s estimated Adjusted EBITDA was based on Intermec’s Adjusted EBITDA as set forth below in the October Forecasts under “Certain Management Financial Forecasts” adjusted to exclude Intermec’s estimated pension expenses as provided by Intermec management. This analysis indicated the following approximate implied per share equity value reference ranges for Intermec, rounded to the nearest $0.25 per share, as compared to the merger consideration of $10.00 in cash per share of Intermec common stock:

No company used in this analysis is identical or directly comparable to Intermec. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex

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considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which Intermec was compared.

Selected Precedent Transactions Analysis. BofA Merrill Lynch reviewed, to the extent publicly available, financial information relating to the following eight selected transactions involving companies with operations or businesses that for purposes of this analysis may be considered reasonably similar to those of Intermec:

BofA Merrill Lynch reviewed transaction values, calculated as the enterprise value implied for the target company based on the consideration payable in the selected transaction, as a multiple of the target company’s next twelve months estimated Adjusted EBITDA, which we refer to as NTM Adjusted EBITDA, or Enterprise Value/NTM Adjusted EBITDA. This analysis indicated high, low, mean and median multiples for Enterprise Value/NTM EBITDA of 10.8x, 6.0x, 8.1x and 7.6x, respectively (excluding multiples for Harris Corporation’s acquisition of Tyco Electronics Wireless Systems, Esterline Technologies Corporation’s acquisition of Racal Acoustics Ltd. and Honeywell’s acquisition of Metrologic Instruments, Inc., because multiples were not publicly available for those transactions).

BofA Merrill Lynch then applied Enterprise Value/NTM Adjusted EBITDA multiples of 7.0x to 10.0x derived from the selected transactions to Intermec’s calendar year 2013 estimated Adjusted EBITDA. Estimated financial data of the selected transactions were based on publicly available information at the time of announcement of the relevant transaction. Estimated financial data of Intermec were based on the Intermec management forecasts; in this regard, Intermec’s estimated Adjusted EBITDA was based on Intermec’s Adjusted EBITDA as set forth below in the October Forecasts under “Certain Management Financial Forecasts” adjusted to exclude Intermec’s estimated pension expenses as provided by Intermec management. This analysis indicated the following approximate implied per share equity value reference ranges for Intermec, rounded to the nearest $0.25 per share, as compared to the merger consideration of $10.00 in cash per share of Intermec common stock:

No company, business or transaction used in this analysis is identical or directly comparable to Intermec or the merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which Intermec and the merger were compared.

Discounted Cash Flow Analysis. BofA Merrill Lynch performed a discounted cash flow analysis of Intermec to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that Intermec was forecasted to generate during Intermec’s fiscal years 2012 through 2016 based on the Intermec management forecasts; in this regard, such cash flows were based on those set forth in the October Forecasts under “Certain Management Financial Forecasts” adjusted to exclude Intermec’s estimated pension expenses as provided by Intermec management. BofA Merrill Lynch calculated terminal values for Intermec by applying a

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range of perpetuity growth rates of 2.0% to 3.0% to projected unlevered, after-tax free cash flows in the terminal year. The cash flows and terminal values were then discounted to present value as of December 31, 2012 using discount rates ranging from 12.0% to 14.5%, which were based on an estimate of Intermec’s weighted average cost of capital. This analysis indicated the following approximate implied per share equity value reference ranges for Intermec, rounded to the nearest $0.25 per share, as compared to the merger consideration of $10.00 in cash per share of Intermec common stock:

Other Factors

In rendering its opinion, BofA Merrill Lynch also reviewed and considered other factors, including:

Miscellaneous

As noted above, the discussion set forth above is a summary of the material financial analyses presented by BofA Merrill Lynch to Intermec’s board of directors in connection with its opinion and is not a comprehensive description of all analyses undertaken by BofA Merrill Lynch in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Merrill Lynch believes that its analyses summarized above must be considered as a whole. BofA Merrill Lynch further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Merrill Lynch’s analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

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In performing its analyses, BofA Merrill Lynch considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of Intermec. The estimates of the future performance of Intermec in or underlying BofA Merrill Lynch’s analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Merrill Lynch’s analyses. These analyses were prepared solely as part of BofA Merrill Lynch’s analysis of the fairness, from a financial point of view, of the merger consideration of $10.00 in cash per share of Intermec common stock and were provided to Intermec’s board of directors in connection with the delivery of BofA Merrill Lynch’s opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Merrill Lynch’s view of the actual values of Intermec.

The type and amount of consideration payable in the merger was determined through negotiations between Intermec and Honeywell, rather than by any financial advisor, and was approved by Intermec’s board of directors. The decision to enter into the merger agreement was solely that of Intermec’s board of directors. As described above, BofA Merrill Lynch’s opinion and analyses were only one of many factors considered by Intermec’s board of directors in its evaluation of the proposed merger and should not be viewed as determinative of the views of Intermec’s board of directors or management with respect to the merger or the merger consideration of $10.00 in cash per share of Intermec common stock.

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. Intermec also has agreed to reimburse BofA Merrill Lynch for its expenses incurred in connection with BofA Merrill Lynch’s engagement and to indemnify BofA Merrill Lynch, any controlling person of BofA Merrill Lynch and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

BofA Merrill Lynch and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Merrill Lynch and its affiliates invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in the equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of Intermec, Honeywell and certain of their respective affiliates.

BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Intermec and have received or in the future may receive compensation for the rendering of these services, including having provided or providing certain treasury and trade management services and products to Intermec. During the two year period ending November 30, 2012, BofA Merrill Lynch and its affiliates received or derived aggregate revenues from Intermec for commercial, corporate and investment banking services of approximately $200,000.

In addition, BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Honeywell and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as lender under Honeywell’s $3.0 billion amended and restated five year credit agreement; (ii) having acted in 2011 as joint book-running manager for Honeywell’s $1.4 billion senior notes offerings and as a dealer manager in connection with a concurrent tender offer for certain outstanding notes; (iii) having

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provided or providing certain derivatives and foreign exchange trading services to Honeywell; and (iv) having provided or providing certain treasury and trade management services and products to Honeywell. BofA Merrill Lynch has informed Intermec that during the two year period ending November 30, 2012, BofA Merrill Lynch and its affiliates received or derived, directly or indirectly, aggregate revenues from Honeywell and certain related parties for commercial, corporate, and investment banking services of approximately $25 million. Of that amount, Honeywell has informed Intermec that it or an affiliate has directly paid BofA Merrill Lynch and its affiliates fees of approximately $9.1 million. In addition, certain affiliates of BofA Merrill Lynch maintain significant commercial (as a customer) relationships with Honeywell or certain of its affiliates.

Certain Management Financial Forecasts

Intermec does not as a matter of course make public long-term forecasts as to future revenue, earnings or other results due to the unpredictability of the underlying assumptions and estimates. However, we provided certain management-prepared, internal, non-public multi-year financial forecast information, which is summarized below (and which we refer to collectively as the Forecasts), to BofA Merrill Lynch for its use in connection with the rendering of its opinion to our board of directors and performing its related financial analyses, as described under “Opinion of Intermec’s Financial Advisor” above. In addition, we provided Honeywell and the other parties signing NDAs with Intermec relating to a possible strategic transaction certain of the Forecasts for their use in their review of a possible strategic transaction with us. See “The Merger — Background of the Merger.”

The Forecasts include:

We provided our board of directors (including the special committee) with the August A Forecasts, the August B Forecasts and the October Forecasts. We provided BofA Merrill Lynch with the August B Forecasts and the October Forecasts, as well as financial information substantially similar to the August A Forecasts. We provided Honeywell, as well as Parties C and K, with the August B Forecasts and the 2012 and 2013 portion of the October Forecasts. The other parties signing NDAs received the August B Forecasts.

The Forecasts were not prepared with a view toward public disclosure or with a view toward complying with the published guidelines of the SEC regarding forecasts or projections or GAAP or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of our management, were prepared on a reasonable basis, reflective of the best estimates and judgments available to our management at the time, and presented, to the best of our

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management’s knowledge and belief, the expected courses of action and Intermec’s expected future financial performance as of the dates they were prepared. However, the Forecasts are not facts and should not be relied upon as being necessarily indicative of future events or performance as they cover multiple years and accordingly by their nature are subject to change and require periodic updates as actual financial results and performance are realized across successive periods or years.

None of Intermec’s independent auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the Forecasts, nor have they expressed any opinion or any other form of assurance on the Forecasts or their achievability, and such parties assume no responsibility for, and disclaim any association with, the Forecasts. The ultimate achievability of any of the Forecasts is subject to numerous risks and uncertainties including, but not limited to, the risks and uncertainties described in “Caution Regarding Forward-Looking Statements” and in the documents described in “Where You Can Find More Information,” including Intermec’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, and subsequent periodic filings made with the SEC. The Forecasts are not being included in this proxy statement in order to influence a stockholder’s decision whether to vote “FOR” the adoption of the merger agreement or not, seek appraisal rights, or for any other purpose, but are being included solely to give stockholders access to information that was provided for use by our financial advisors, Honeywell and other interested parties.

The Forecasts, while presented with numerical specificity, necessarily reflect numerous estimates and assumptions made by us with respect to, among other things, industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Intermec’s business, all of which are difficult or impossible to predict and many of which are beyond our control. The Forecasts reflect subjective judgment in many respects and are susceptible to multiple interpretations and periodic revisions based on actual experience, events and business developments. As such, the Forecasts constitute forward-looking information and are subject to risks and uncertainties that could cause actual financial events and performance to differ materially from the financial events and performance forecasted, including, among other things, our business performance, industry performance, general business and economic conditions, customer requirements, competition, adverse changes in laws, regulations or rules, and the various other risks described in our reports filed with the SEC. None of Intermec, our board of directors (including the special committee), Honeywell or their respective advisors, affiliates or representatives can give any assurance that the Forecasts will be realized or that actual results will not be significantly different than the Forecasts.

In addition, the Forecasts reflect assumptions and estimates of our management as of the times that they were prepared as to certain business decisions and circumstances that were and are subject to change (including those specifically included above in the descriptions of the individual Forecasts). These assumptions and estimates included, among others, market growth estimates (considering, for example, effects of continued economic pressures and slowdowns in geographic markets, such as Europe and Asia, and in specific business segments), investments in developing markets, expansion of product and solution offerings, differentiation with service offerings, improved recurring revenue streams, and volume-related operating leverage and cost reduction programs. The Forecasts also may be and have been affected by Intermec’s ability to achieve strategic goals, objectives and targets, and attract and retain human capital and financial resources over the forecasted periods. None of the Forecasts can be considered a guarantee of financial events or performance, and the forecasted financial information should not be relied on as such. The inclusion of the Forecasts should not be regarded as an indication that Intermec, our board of directors (including the special committee), Honeywell or their respective advisors, affiliates or representatives or anyone who received this information then considered, or now considers, the Forecasts a reliable prediction of future events or performance, and should not be relied upon as such. None of Intermec, our board of directors (including the special committee), Honeywell or their respective advisors, representatives or affiliates assumes any responsibility for the validity, reasonableness, accuracy or completeness of the prospective financial information described in the Forecasts.

The Forecasts do not take into account any circumstances or events occurring after the date they were prepared, including the transactions contemplated by the merger agreement or the related announcement. Further,

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the Forecasts do not take into account the effect of any failure of the transactions described in the merger agreement to occur and should not be viewed as accurate or continuing in that context. None of Intermec, our board of directors (including the special committee), Honeywell or their respective advisors, representatives or affiliates intends to, and each of them disclaims any obligation to, update, revise or correct the Forecasts, except as otherwise required by law, including if the Forecasts are currently or become inaccurate (even in the short term).

The inclusion in this proxy statement of the Forecasts is not an admission or representation by Intermec, our board of directors (including the special committee), Honeywell or their respective advisors, representatives or affiliates that such information is viewed by Intermec, our board of directors (including the special committee), Honeywell or their respective advisors, representatives or affiliates as material information. The Forecasts should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding us contained in Intermec’s public filings with the SEC. See “Where You Can Find More Information.”

None of Intermec, our board of directors (including the special committee), Honeywell or their respective affiliates, advisors or representatives has made or makes any representation to any Intermec stockholder or other person regarding Intermec’s ultimate performance compared to the information contained in the Forecasts or that forecasted financial events or performance will happen or be achieved. We have not made specific representations to Honeywell or Merger Sub in the merger agreement or otherwise, concerning the Forecasts. Further, none of Intermec, our board of directors (including the special committee), Honeywell or their respective affiliates, advisors or representatives makes any representation to any other person regarding the Forecasts.

In light of the foregoing factors and the risks and uncertainties inherent as described in the information provided above, stockholders are cautioned not to place undue, if any, reliance on the Forecasts or the fact that they are included in this proxy statement.

Certain of the items in the Forecasts, including Adjusted EBITDA, Non GAAP Net Income, Non-GAAP EPS and Free Cash Flow, may be considered non-GAAP financial measures. We believe these non-GAAP measures are useful to understanding Intermec’s continuing operations. However, non-GAAP financial measures should not be considered in isolation from, or as a substitute for, and should be read in conjunction with financial information presented in compliance with GAAP. Non-GAAP financial measures as used by Intermec may not be comparable to similarly titled amounts used by other companies. Further, because of the forward-looking nature of the Forecasts and the volatility with respect to certain of the GAAP and non-GAAP measures, and the adjustments relating to the non-GAAP measures as provided in the financial information below, you are cautioned that such financial information is estimated and may currently be or become inaccurate.

August A Forecasts. The August A Forecasts included the following estimates of Intermec’s future financial performance (dollars in millions and rounded to the nearest million, except per share data):

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August B Forecasts. The August B Forecasts included the following estimates of Intermec’s future financial performance (dollars in millions and rounded to the nearest million, except per share data):

October Forecasts. The October Forecasts included the following estimates of Intermec’s future financial performance (dollars in millions and rounded to the nearest million, except per share data):

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The tables below provide estimated reconciliation information for the non-GAAP items provided in the Forecasts above: (i) Adjusted EBITDA; (ii) Non-GAAP Net Income; (iii) Non-GAAP EPS; and (iv) Free Cash Flow (dollars in millions, except per cash data).

Reconciliation information regarding August A Forecasts: