Transaction Implies 163% Premium Over the
Unaffected Stock Price Prior to the August 27, 2024 Announcement that the Board was
exploring Strategic Alternatives
ORLANDO,
Fla., Dec. 18, 2024 /PRNewswire/ -- VOXX
International Corporation (NASDAQ: VOXX) ("VOXX" or the "Company"),
a leading manufacturer and distributor of automotive and consumer
technologies for the global markets, as well as strategic joint
ventures including biometrics, today announced that VOXX and Gentex
Corporation (NASDAQ: GNTX) ("Gentex") have entered into a
definitive agreement and plan of merger ("Merger Agreement") for
Gentex to acquire VOXX in an all-cash transaction. Under the terms
of the Merger Agreement, Gentex will acquire all of the issued and
outstanding shares of VOXX common stock not already owned by Gentex
for $7.50 per share, representing an
aggregate enterprise value of approximately $196 million.
The $7.50 per share merger
consideration represents a premium of approximately 163% to the
Company's unaffected closing Class A common stock price of
$2.85 on August 26, 2024, the last trading day before VOXX
publicly announced that its Board of Directors was conducting an
exploration of strategic alternatives in an effort to maximize
stockholder value, as well as the public disclosure that Gentex had
made an unsolicited proposal to acquire VOXX at $5.50 per share. After several months of a robust
sales process led by a transaction committee of directors
unaffiliated with Gentex, working with the committee's independent
financial advisor, Solomon Partners, and meeting with an extensive
field of prospective purchasers, both strategic and financial, the
transaction was approved unanimously by the Company's transaction
committee and by the disinterested members of its Board of
Directors.
Ari Shalam, Chairman of the board
of directors of VOXX, stated "the transaction with Gentex ensures a
seamless transition for our brands, employees, customers and
partners. After a thorough and exhaustive sales process, the
disinterested members of the board, the transaction committee and I
unanimously support this decision, believing that it represents the
best and most reliable path forward to maximize value for all VOXX
stockholders. My father, John
Shalam, who founded VOXX 60 years ago, and I are incredibly
proud of the legacy we have built and the remarkable
accomplishments of the VOXX team. We are confident that under
Gentex's stewardship, VOXX's legacy will continue to thrive for the
benefit of our stakeholders."
Simultaneously with the execution of the merger agreement,
John and Ari Shalam, along with
certain family members, entered into a voting agreement pursuant to
which they agreed to vote their shares of common stock in favor of
the proposed merger, with such voting obligation terminating should
the Merger Agreement be validly terminated or the Board of
Directors or transaction committee making a recommendation adverse
to the Merger Agreement and the merger. The Shalam family
beneficially own 1,935,898 shares of Class A common stock and
2,260,954 shares of Class B common stock, representing
approximately 57% of the outstanding voting power of the Company's
common stock. The Shalam family will receive the same $7.50 per share merger consideration for their
shares of Class A and Class B common stock as other VOXX
stockholders, demonstrating their full alignment with other VOXX
stockholders.
The proposed transaction, which was approved by VOXX's Board of
Directors, acting on the unanimous recommendation of a transaction
committee of the Board of Directors comprised entirely of directors
unaffiliated with Gentex, is expected to close during the first
quarter of calendar year 2025. The proposed transaction is subject
to stockholder approval, receipt of anti-trust regulatory approvals
and other customary closing conditions.
Advisors
Solomon Partners is serving as financial
advisor to the Transaction Committee of the Board of Directors of
VOXX, and Bryan Cave Leighton Paisner LLP is serving as its legal
counsel. Stopol & Camelo, LLP acted as legal counsel to
VOXX. Jones Day is serving as
legal counsel and Acropolis Advisors are serving as financial
advisor to Gentex and its Board of Directors.
About VOXX
VOXX International (NASDAQ: VOXX) has grown into a worldwide
leader in the Automotive Electronics and Consumer
Electronics industries. Over the past several decades, VOXX has
built market-leading positions in in-vehicle entertainment and
automotive security, as well as in a number of premium audio market
segments, and more. VOXX is a global company, with an extensive
distribution network that includes power retailers, mass
merchandisers, 12-volt specialists and many of the world's leading
automotive manufacturers. For additional information, please visit
our website at www.voxxintl.com.
About Gentex
Founded in 1974, Gentex Corporation is a
leading supplier of digital vision, connected car, dimmable glass
and fire protection technologies. For additional information,
visit Gentex's web site at www.gentex.com.
No Offer or Solicitation
This communication does not
constitute an offer to sell or the solicitation of an offer to buy
the securities of the Company or the solicitation of any vote or
approval, nor shall there be any offer, solicitation or sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offer of
securities shall be made in the United
States absent registration under the Securities Act of 1933,
as amended, or pursuant to an exemption from, or in a transaction
not subject to, such registration requirements.
Additional Information Regarding the Merger and Where to Find
It
This communication relates to the proposed merger
involving the Company, Gentex and a wholly-owned subsidiary of
Gentex ("Merger Sub"), whereby Merger Sub shall be merged with and
into the Company (the "proposed merger"), with the Company as the
surviving corporation and a wholly-owned subsidiary of Gentex. The
proposed merger will be submitted to the stockholders of the
Company for their consideration at a special meeting of the
stockholders. In connection therewith, the Company intends to file
relevant materials with the U.S. Securities and Exchange Commission
(the "SEC"), including a definitive proxy statement on Schedule 14A
(the "definitive proxy statement") which will be mailed or
otherwise disseminated to the Company's stockholders when it
becomes available, together with a proxy card, and a transaction
statement on Schedule 13E-3 that will be filed jointly with Gentex.
The Company and Gentex may also file other relevant documents with
the SEC regarding the proposed merger. INVESTORS AND
STOCKHOLDERS ARE URGED, PRIOR TO MAKING ANY INVESTMENT OR VOTING
DECISION, TO READ THE DEFINITIVE PROXY STATEMENT, SCHEDULE 13E-3
AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER. Stockholders may obtain free copies of the definitive
proxy statement, any amendments or supplements thereto, the
Schedule 13E-3 filing and other documents containing important
information about the Company, Gentex and the proposed merger, once
such documents are filed with the SEC, through the website
maintained by the SEC at www.sec.gov. Free copies of the documents
filed with the SEC can also be obtained on the Company's website at
www.voxxintl.com.
This communication may be deemed to be solicitation material in
respect of the proposed merger contemplated by the Merger
Agreement.
Certain Information Regarding Participants in the
Solicitation
The Company, Gentex and certain of their
directors, executive officers and employees may, under the rules of
the SEC, be deemed to be participants in the solicitation of
proxies in connection with the proposed merger. Information
regarding the Company's directors and executive officers is
contained in the Company's definitive proxy statement on Schedule
14A for the 2024 annual meeting of stockholders, filed with the SEC
on June 10, 2024. Information
regarding Gentex's directors and executive officers is contained in
the Gentex's definitive proxy statement on Schedule 14A for the
2024 annual meeting of stockholders, filed with the SEC on
April 4, 2024, and Gentex's Annual
Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on
February 22, 2024.
Additional information regarding the participants in the proxy
solicitation and a description of their direct or indirect
interests, by security holdings or otherwise, will be included in
the definitive proxy statement, Schedule 13E-3 and other relevant
documents filed with the SEC regarding the proposed merger, if and
when they become available. Free copies of these materials may be
obtained as described in the preceding paragraph.
Safe Harbor Statement
Except for historical
information contained herein, statements made in this release
constitute forward-looking statements and thus may involve certain
risks and uncertainties. All forward-looking statements made in
this release are based on currently available information and the
Company assumes no responsibility to update any such
forward-looking statements. The following factors, among others,
may cause actual results to differ materially from the results
suggested in the forward-looking statements: (i) the risk that the
proposed merger may not be completed in a timely manner or at all,
which may adversely affect the Company's business and the price of
its shares of common stock, (ii) the failure to satisfy the
conditions to the consummation of the proposed merger, including
the adoption of the Merger Agreement by the stockholders of the
Company, and the receipt of certain governmental and regulatory
approvals in a timely manner or at all or that such approvals may
be subject to conditions that are not anticipated, (iii) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the Merger Agreement, (iv) the
effect of the announcement or pendency of the proposed merger on
the Company's business relationships, operating results and
business generally, (v) the risk that the proposed merger disrupts
the Company's current plans and operations and potential
difficulties in the Company's employee retention as a result of the
proposed merger, (vi) the risk of litigation and/or regulatory
actions related to the proposed merger or unfavorable results from
currently pending litigation and proceedings or litigation and
proceedings that could arise in the future, (vii) the risk that the
proposed merger and its announcement could have an adverse effect
on the ability of the Company to retain and hire key personnel and
to maintain relationships with customers, vendors, employees,
stockholders and other business partners and on its operating
results and business generally, (viii) the risk that the Company's
business will be adversely impacted during the pendency of the
acquisition, (ix) significant transaction costs, and (x) risks
related to disruption of management attention from ongoing business
operations due to the proposed merger. Readers are advised to
carefully consider the foregoing risk factors and the other risks
and uncertainties that affect the businesses of the Company
described in the "Risk Factors" section of the Company's Annual
Report on Form 10-K for the fiscal year ended February 29, 2024, and other filings made by the
Company from time to time with the SEC, as such descriptions may be
updated or amended in any future reports the Company files with the
SEC.
Investor Relations Contact:
Glenn Wiener, President &
CEO
GW Communications (for
VOXX)
Email: gwiener@gwcco.com
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SOURCE VOXX International Corporation (NASDAQ:VOXX)