InFocus to be Acquired for $0.95 per Share or Approximately $39 Million
13 Abril 2009 - 10:30AM
Business Wire
InFocus� Corporation (NASDAQ: INFS), the industry pioneer in
digital projection, today announced that it has entered into a
definitive merger agreement with Image Holdings Corporation (IHC),
an Oregon company controlled by John Hui, an accomplished
entrepreneur and co-founder of eMachines. Under the terms of the
agreement IHC and its wholly-owned subsidiary, IC Acquisition Corp.
(IC), will make an all cash tender offer to acquire all outstanding
shares of InFocus stock at $0.95 per share, or approximately $39
million in total.
The Board of Directors unanimously recommends that InFocus
shareholders accept and tender their shares into the offer, which
represents a 36% premium over the April 9th closing price of $0.70,
the last trading day prior to the agreement, and a 90% premium over
the last 30 day average closing price of $0.50. The offer will be
subject to the tender of a minimum of 65% of InFocus outstanding
shares and other customary conditions, including the absence of any
material adverse effect on the InFocus business. The offer and a
subsequent merger that will result in InFocus becoming a
wholly-owned subsidiary of IHC are expected to close in the second
quarter of 2009.
�After an extensive review of strategic alternatives with
InFocus management and our financial advisors, we determined this
all cash sale of InFocus to IHC provides the best value for InFocus
shareholders,� said Michael Hallman, the lead independent member of
the InFocus board of directors.
�In addition to delivering compelling value to our shareholders,
the partnership with IHC also creates clear benefits for InFocus
customers, suppliers and employees,� said Bob O�Malley, the
president and CEO of InFocus. �John Hui understands the technology
industry and will assist InFocus in the execution of its strategy.
Operating as a privately held company is expected to reduce our
costs and facilitate our ability to focus on longer-term
priorities. While this is a very big step for InFocus internally,
our commitment to delivering innovative projection solutions has
not changed.�
�I am very excited to become involved with InFocus and to assist
in further positioning the company for its long term potential,�
said John Hui, the controlling shareholder in IHC. �I associate
significant value with the InFocus brand and with the company�s
extensive network of channel partners. I look forward to working
with InFocus management and building on the company�s innovative
history and product leadership to return the company to a dominant
position in the industry.�
Thomas Weisel Partners LLC served as the exclusive financial
advisor to InFocus Corporation and its board of directors on the
transaction.
Garvey Schubert Barer acted as legal advisor to InFocus and its
board in connection with the transaction.
Averil Capital Markets Group, Inc. served as the exclusive
financial advisor to IHC and IC.
Jones Day acted as legal advisor to IHC and IC.
About the Transaction
NOTICE TO INVESTORS: This announcement is neither an offer to
purchase nor a solicitation of an offer to sell securities. The
tender offer for the outstanding shares of InFocus common stock
described in the press release has not commenced. At the time the
offer is commenced, a tender offer statement on Schedule TO will be
filed with the Securities and Exchange Commission (SEC) and InFocus
will file a solicitation / recommendation statement on Schedule
14D-9 with respect to the offer. The tender offer statement
(including an offer to purchase and a related letter of
transmittal) and the solicitation / recommendation statement will
contain important information that should be read carefully before
any decision is made with respect to the tender offer. Those
materials will be made available to InFocus shareholders at no
expense to them. In addition, all of those materials (and all other
offer documents filed with the SEC) will be available at no charge
on the SEC�s website at www.sec.gov.
About InFocus Corporation
InFocus is the industry pioneer and a global leader in the
digital projection market. The company�s digital projectors make
bright ideas brilliant everywhere people gather to communicate and
be entertained � in meetings, presentations, classrooms and living
rooms around the world. Backed by more than 20 years of experience
and innovation in digital projections, and over 245 patents,
InFocus is dedicated to setting the industry standard for large
format visual display. The company is based in Wilsonville, Oregon
with operations in North America, Europe and Asia. InFocus is
listed on NASDAQ under the symbol INFS. For more information, visit
the company�s website at www.infocus.com.
About John Hui
John Hui has more than 20 years of experience in technology,
computer and computer-related businesses. Mr. Hui has successfully
owned a number of tech-related operations and continues to acquire,
build and sell various organizations today. His background includes
founding and running KDS USA, a US$400 million distributor of
monitors and notebooks; co-founding eMachines, a US$1 billion
computer company, and its subsequent sale to Gateway, Inc.; and
purchasing Packard-Bell BV, a European computer distributor, and
its subsequent sale to Acer Inc. John Hui has a history of lending
his personal credit, channel knowledge and supply chain
relationships to his family of companies. In addition to his
background in the PC and related peripherals industries, Mr. Hui
oversees various investments in the data storage,
telecommunications, web applications and related I.T. areas. Mr.
Hui is a US citizen and has lived in this country since 1973. He
has BS and MBA degrees and is a certified internal auditor. He was
a former Citicorp resident inspector (internal audit).
Forward-Looking Statements
This press release contains forward-looking statements�including
statements concerning the proposed acquisition of InFocus and the
expected completion of the transaction. Investors are cautioned
that all forward-looking statements involve risks and uncertainties
and several factors could cause actual results to differ materially
from those in the forward-looking statements. Factors that could
cause actual results to differ from these forward-looking
statements include, but are not limited to, conditions affecting
the industries in which InFocus operates, the parties� ability to
satisfy the conditions to the offer and the merger and to
consummate the transactions, the ability of InFocus to realize
anticipated cost savings, and other risk factors found in the
InFocus annual report on Form 10-K for the year ended December 31,
2008. The forward-looking statements contained in this press
release speak only as of the date on which they are made and
InFocus does not undertake any obligation to update any
forward-looking statements to reflect events or circumstances after
the date of this press release.
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