Affiliate of Monomoy Capital Partners Commences Cash Tender Offer for All Outstanding Shares of Cobra Electronics Corporation
10 Septiembre 2014 - 8:28AM
Business Wire
Monomoy Capital Partners II, L.P. (“Monomoy”) today announced
that its affiliate Venom Electronics Merger Sub, Inc. (“Purchaser”)
has commenced the previously announced cash tender offer for all
outstanding shares of common stock of Cobra Electronics Corporation
(“Cobra”) (NASDAQ: COBR) at a price of $4.30 net per share, without
interest and less applicable withholding taxes thereon.
The tender offer is being made in connection with the Agreement
and Plan of Merger, dated as of August 27, 2014, among Cobra,
Purchaser and Venom Electronics Holdings, Inc. (“Parent”), which
Monomoy and Cobra announced on August 27, 2014. Purchaser and
Parent are controlled by Monomoy.
The Cobra board of directors unanimously approved the proposed
acquisition by Parent and recommends that Cobra’s stockholders
accept the offer and tender their shares to Purchaser in the tender
offer.
The tender offer and withdrawal rights are scheduled to expire
at 12:00 midnight (New York City time) at the end of the day on
Tuesday, October 7, 2014, unless the tender offer is extended or
earlier terminated.
Complete terms and conditions of the tender offer are set forth
in an Offer to Purchase, Letter of Transmittal and other related
materials that will be filed by Parent and Purchaser with the
Securities and Exchange Commission (“SEC”) on September 10, 2014.
In addition, on September 10, 2014, Cobra will file a
solicitation /recommendation statement on Schedule 14D-9 with
the SEC relating to the tender offer.
Copies of the Offer to Purchase, Letter of Transmittal and other
related material are available free of charge from Okapi Partners
LLC, the information agent for the tender offer, toll-free at (855)
208-8903. Banks and brokers may call collect at (212) 297-0720.
American Stock Transfer & Trust Company, LLC is acting as
depositary for the tender offer.
About Cobra Electronics Corporation
Cobra Electronics is a leading global designer and marketer of
communication and navigation products, with a track record of
delivering innovative and award-winning products. Building upon its
leadership position in the GMRS/FRS two-way radio, radar detector
and Citizens Band radio industries, Cobra identified new growth
opportunities and has aggressively expanded into the marine market
and has expanded its European operations. The Consumer Electronics
Association, Forbes and Deloitte & Touche have all recognized
Cobra for the company's innovation and industry leadership. To
learn more about Cobra Electronics, please visit the Cobra site at
www.cobra.com.
About Monomoy Capital Partners
Monomoy Capital Partners is a private equity firm with $700
million in committed capital that makes controlling investment in
middle market businesses in the manufacturing, distribution,
consumer product and foodservice sectors. Over the past five years,
Monomoy has closed 43 middle market acquisitions. Its portfolio
companies generate over $1.2 billion in combined sales and employ
more than 6,000 people across four continents. Monomoy implements
customized business improvement programs at its portfolio companies
that reduce operating expenses, increase profitability and support
profitable growth. Please visit www.mcpfunds.com for a detailed
description of Monomoy and its portfolio companies.
Additional Information About the Tender Offer
The tender offer described in this news release has commenced,
but this news release and the description contained herein is
neither an offer to purchase nor a solicitation of an offer to sell
shares of Cobra. Purchaser will file on September 10, 2014 a tender
offer statement on Schedule TO with the SEC and Cobra will file on
September 10, 2014 a solicitation/recommendation on Schedule 14D-9
with respect to the tender offer. The offer to purchase shares of
Cobra common stock will only be made pursuant to the offer to
purchase, the letter of transmittal and related documents filed
with such Schedule TO. The tender offer statement (including an
offer to purchase, a related letter of transmittal and other offer
documents) and the solicitation/recommendation statement, as each
may be amended from time to time, will contain important
information that should be read carefully by Cobra’s stockholders
before any decision is made with respect to the tender offer. These
materials will be sent free of charge to all of Cobra’s
stockholders when available. The tender offer statement and the
solicitation/recommendation statement (and all other documents
filed with the SEC) will be available at no charge on the SEC’s
website: www.sec.gov.
COBRA STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO AND THE
SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO
TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY
BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE
TENDER OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND THE PARTIES THERETO.
Sloane & CompanyErica Bartsch,
212-446-1875ebartsch@sloanepr.com
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