SAN JOSE, Calif., June 18, 2013 /PRNewswire/ -- MIT Capital
Inc. ("MIT"), through its wholly-owned
subsidiary, Inc. ("Merger Sub"), incorporated in Delaware and organized for acquisition
purposes (together MIT and Merger Sub
referred to herein as "MITC"), today proposed to acquire all of the
outstanding common stock of Meade Instruments Corp. (NASDAQ: MEAD,
"Meade", or "Company") for $3.65 per
share in cash. MITC's all-cash offer represents a $0.20 per share premium above the Meade
Board-recommended offer made by JOC North America LLC ("JOC North
America") for Meade stockholders on May 17,
2013.
"The Meade stockholders stand to make more per share in cash
from MITC's superior offer and benefit from the significant global
synergies of the combination, when consummated. Over the last
sixteen months, MITC has been committed to working with Meade
Instruments with acquisition proposals to strengthen Meade's
financials and secure Meade's legacy and future. As early as
February 7, 2013, MITC submitted four
non-binding and binding proposals to senior Meade leadership team
to acquire the Company. Our third proposal, dated May 8, was an all-cash offer of $3.50 per share, which represented a premium of
100% over the $1.75 Meade closing
stock price on May 7, 2013. More
importantly, MITC's offer was higher than the JOC North America
offer of $3.45 per share announced on
May 17th," said Mr. Jason Tian, the chairman and chief
executive officer of MIT Capital Inc. and VictoryOne, Inc. who
owns and operates several successful businesses selling,
distributing, and manufacturing laser & optics products, data
logger, and other instruments.
Mr. Tian added, "The complimentary combination of Meade and MITC
would revive the Meade brand by creating new markets for Meade
products and attract new generations of Meade fans through our
sales and distribution channels in emerging markets. Given our
financial, manufacturing, sales and distribution resources, the
combination of both parties will make a vertically integrated,
cost-efficient and global optics company to accelerate global
interest and demand for Meade products."
MITC's all-cash offer provides Meade stockholders greater value
and certainty of a transaction. MITC's proposal is not subject to
any financing contingency and may be the only proposal that does
not require debt financing. MITC is promptly commencing a tender
offer for all outstanding Meade shares in order to expedite the
transaction to improve Meade's deteriorating financial health
(financial position, working capital, and access to
capital/liquidity) as disclosed in Meade's recent 10-K
filing. As mentioned in the Fairness Opinion issued by
Marshall & Stevens in connection with the proposed and
Board-recommended transaction to merge with JOC, Meade is facing a
liquidity event:
"Per Management, the Company's only available finance is an
account receivable line of credit that is currently approximately
$100,000 overdrawn."(as of
April 30, 2013)
"M&S has been advised by management that it is unlikely
the Company will be in a positive cash flow position in the near
future, and accordingly is facing a liquidity event."
In addition, according to the following excerpt in Meade's
PREM14A filing on May 31, 2013, some
of directors and executive officers may have interests in the
merger that are different from, or in addition to, Meade's
stockholders and that these interests remain undisclosed or
unexplained in the PREM14A filing:
"Interests of the Company's Executive Officers and Directors
in the Merger
In considering the recommendation of Meade's board with
respect to the merger, holders of Company common stock should be
aware that Meade's executive officers and directors may have
interests in the merger that are different from, or in addition to,
the interests of holders of Company common stock in general. The
members of the board were aware of such interests when deciding to
approve the merger and to recommend that holders of Company common
stock vote in favor of the proposal to adopt the merger
agreement."
About MIT Capital
MIT Capital Inc. and its affiliates sell, manufacturer, and
distribute laser & optics products, data logger, and other
instruments globally and in emerging markets. Led by the
award-winning entrepreneur and well established business leader
Jason Tian, MIT and its affiliates have extensive sales and
distribution channels, financial resources, manufacturing
facilities and expansion capabilities, and a deep management team
focused on developing technologies and products marketable and
desired by their customers.
MITC has retained both external financial and legal advisors to
assist it with this transaction.
Contact:
MIT Capital Inc.
97 E Brokaw Rd, Suite 210
San Jose, CA 95112
Phone: 408-329-6148
In care of:
Cindy Wang
cwang@terracap.com
TerraNova Capital Partners
SOURCE MIT Capital Inc.