RAE Systems Announces Amended Merger Agreement With Vector Capital Increasing Price to $2.00 per Share

RAE Systems Inc.

today announced that it has entered into an amendment to its merger agreement with an affiliate of Vector Capital under which the acquirer has increased the price per share to be paid to our unaffiliated stockholders to $2.00 per share, an approximate 6.4% increase from the $1.88 per share previously provided. The termination fee payable in the event that the Vector merger agreement is terminated in connection with a superior offer has been increased correspondingly from $4.01 million to $4.27 million. The amended merger agreement was unanimously approved by the Special Committee of the Board of Directors of RAE. Vector Capital proposed this amendment on May 17, 2011 following a definitive proposal submitted on May 15, 2011 by Battery Ventures and another private equity firm to acquire the Company, also for $2.00 per share. The transaction is subject to customary closing conditions, including the approval of RAE's stockholders. There is no financing condition to the transaction.