InFocus Reaffirms Recommendation of Tender Offer by Image Holdings Corporation
15 Maio 2009 - 6:03PM
Business Wire
InFocus Corporation (NASDAQ:INFS) today announced that it has
reaffirmed its unanimous recommendation that the InFocus
shareholders accept and tender their shares pursuant to the tender
offer (the �Offer�) currently being conducted by Image Holdings
Corporation (�Parent�) and IC Acquisition Corp. (�Purchaser�). The
offer is being conducted pursuant to the terms of a definitive
merger agreement (the �Merger Agreement�) among InFocus, Parent and
Purchaser. Under the terms of the Offer and the Merger Agreement,
Parent and Purchaser have offered to acquire all outstanding shares
of InFocus stock at $0.95 per share, or approximately $39 million
in total.
On April 22, 2009 InFocus announced that it had received an
unsolicited takeover proposal from a third-party (the �Alternative
Proposal�). Throughout the period from April 23, 2009 through May
14, 2009, InFocus and its representatives engaged in discussions
with the party that submitted the Alternative Proposal, including
extensive negotiations concerning the terms and conditions of the
Alternative Proposal and discussions concerning legal and business
due diligence matters. However, the party submitting the
Alternative Proposal has failed to submit a binding proposal for
the acquisition of the Company. Additionally, the transaction
contemplated by the Alternative Proposal would have been subject to
the receipt of various foreign regulatory approvals, the
availability and timing of which would have been subject to
substantial uncertainties.
Accordingly, the InFocus Board has rejected and recommended
against the Alternative Proposal, and InFocus has ceased
discussions with the person submitting the Alternative Proposal.
The InFocus Board hereby affirms its unanimous recommendation that
the InFocus shareholders accept the Offer, tender their Shares to
Purchaser pursuant to the Offer and, if applicable, approve the
Merger and approve and adopt the Merger Agreement.
NOTICE TO INVESTORS: The description contained herein is
neither an offer to purchase nor a solicitation of an offer to sell
shares of InFocus. InFocus shareholders are urged to read the
tender offer statement on Schedule TO, letter of transmittal and
other materials relating to the tender offer filed with the SEC by
Radisson Investment Limited, Image Holdings Corporation and IC
Acquisition Corp., as these materials contain important
information, including the various terms of, and conditions to, the
tender offer. InFocus shareholders should also read the
Solicitation/Recommendation Statement on Schedule 14D-9 and related
materials filed with the SEC by InFocus. Shareholders can obtain a
copy of the tender offer statement on Schedule TO, letter of
transmittal and other related materials as well as the InFocus
Solicitation/Recommendation Statement on Schedule 14D-9 free of
charge from the SEC�s Edgar Database, which can be accessed through
the SEC�s Internet site (http://www.sec.gov), or from the
information agent for the tender offer, Georgeson, Inc., by calling
(800)�460-0079. We urge InFocus shareholders to carefully read
those materials prior to making any decision with respect to the
tender offer.
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 projection, as well as 240 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.
InFocus, In Focus, INFOCUS (stylized), IN, ASK, Proxima,
LiteShow, LP, ScreenPlay, Play Big, Work Big, Learn Big and The Big
Picture are either registered trademarks or trademarks of InFocus
Corporation in the U.S. and abroad. DLP and BrilliantColor are
trademarks of Texas Instruments. All other trademarks are used for
identification purposes only and are the property of their
respective owners in this and other countries. All rights
reserved.
Forward-Looking Statements
This press release contains
forward-looking statements including statements concerning the
proposed acquisition of InFocus, the expected completion of the
transaction and certain unsolicited offers received by InFocus.
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, and quarterly report on Form 10-Q for the period
ended March 31, 2009. 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, except as required by applicable
law.
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