InFocus to be Acquired for $0.95 per Share or Approximately $39 Million
INFS | Quote | Chart | News | PowerRating -- InFocus(R) 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.
SOURCE: InFocus Corporation
InFocus Corporation
Lisa K. Prentice, Chief Financial Officer, 503-685-8980
or
David Woolf, Vice President of Marketing, 503-685-8952
david.woolf@infocus.com
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