CALGARY, May 26, 2016 /CNW/ - SMART Technologies Inc.
(NASDAQ: SMT) (TSX: SMA) ("SMART" or the "Company"), a leading
provider of collaboration solutions, and Foxconn Technology Group
("Foxconn") today announced they have entered into an arrangement
agreement (the "Arrangement Agreement") under which Foxconn has
agreed to acquire all of the outstanding common shares of SMART
("Common Shares") for a cash payment of US$4.50 per Common Share (the "Arrangement"). The
US$4.50 per Common Share purchase
price represents a premium of approximately 21% to the volume
weighted average price over the last 90 trading days prior to
announcement of the Arrangement on the NASDAQ Stock Market
("NASDAQ").
"We are very excited by the proposed acquisition of SMART by
Foxconn, who is the world's largest electronics manufacturer," said
Neil Gaydon, President and CEO of
SMART. "SMART has built an enviable global brand in both the
education and enterprise spaces. The proposed transaction with
Foxconn provides us with one of the strongest global electronics
partners with access to significant resources, a broad range of new
technologies, markets and financial resources that will enable us
to accelerate our strategy and position SMART for significant
future growth."
The Arrangement Agreement
The Arrangement Agreement provides for the implementation of the
Arrangement by means of a plan of arrangement under the Business
Corporations Act (Alberta).
The Arrangement Agreement contains customary representations and
warranties of each party, non-solicitation and interim operations
covenants by SMART, and right to match provisions in favour of
Foxconn. The Arrangement Agreement provides that any
subsidiary of Hon Hai Precision Industry Co., Ltd. may participate
in the investment in SMART, and strategic partners designated by
Hon Hai Precision Industry Co., Ltd. may, collectively, participate
in up to 33 1/3% of the investment. Further, the Arrangement
Agreement provides that a termination fee of US$8.9 million will be payable by SMART in
certain circumstances, including if SMART enters into an agreement
with respect to a superior proposal or if its Board of Directors
fails to recommend the proposed Arrangement to shareholders in the
prescribed manner.
The Arrangement is subject to customary conditions for a
transaction of this nature, which include court and regulatory
approvals (including the approval of the TSX) and the approval of
66 2/3% of the votes cast by SMART shareholders represented in
person or by proxy at a meeting of SMART shareholders to be called
to consider the Arrangement (the "Special Meeting").
All of the directors, certain of the officers of SMART and
certain of its shareholders, representing an aggregate of
approximately 68% of the issued and outstanding Common Shares, have
entered into lockup agreements pursuant to which they have agreed
to, among other things, support the Arrangement and vote their
Common Shares in favour of the Arrangement, subject to the terms of
such agreements.
An information circular regarding the Arrangement is expected to
be mailed to shareholders in June
2016 and a meeting of shareholders is expected to be held in
July 2016 with closing to occur
thereafter. A copy of the Arrangement Agreement will be filed on
SMART's profile on SEDAR and EDGAR and will be available for
viewing at www.sedar.com and www.sec.gov, respectively.
Recommendation of the Board of Directors
After consulting with its financial and legal advisors, the
Board of Directors of SMART unanimously approved the Arrangement.
The Board of Directors recommends that shareholders vote in favour
of the Arrangement.
Advisors and Legal Counsel
Evercore is acting as lead financial advisor to SMART in
connection with the Arrangement and Bennett Jones LLP and Sidley
Austin LLP are serving as legal counsel. RBC Capital Markets is
also acting as financial advisor to SMART. Moelis & Company LLC
is acting as exclusive financial advisor to Hon Hai and Akin Gump Strauss Hauer & Feld
LLP and Gowling WLG are serving as legal counsel.
About SMART
SMART Technologies Inc. (NASDAQ: SMT) (TSX: SMA) is a world
leader in simple and intuitive solutions that enable more natural
collaboration. We are an innovator in interactive touch
technologies and software that inspire collaboration in both
education and business around the globe. To learn more, visit
smarttech.com.
About Foxconn
Foxconn is the world's foremost provider of joint-design,
joint-development, environmental-friendly manufacturing, assembly
and after-sales services to global Computer, Communication and
Consumer-electronics leaders.
SMT-F
Forward-Looking Statements
This media release includes forward-looking statements within
the meaning of the U.S. federal and applicable Canadian securities
laws. These forward-looking statements relate both to us
specifically and the technology product industry and business,
demographic and other matters generally, and reflect our current
views with respect to future events. Statements that include the
words "expect", "believe", "may", "will", and similar words or
statements of a future or forward-looking nature identify
forward-looking statements for purposes of the applicable
securities laws or otherwise. The forward-looking statements in
this media release pertain to the timing of the Special Meeting and
the possible consummation of the transactions contemplated by the
Arrangement Agreement and timing thereof. Completion of the
Arrangement is subject to a number of conditions that are typical
for transactions of this nature. Failure of any of these conditions
to be satisfied or waived by the appropriate parties, the emergence
of a superior proposal, or the failure to obtain approval of the
holders of the requisite proportion of the SMART Common Shares may
result in a termination of the Arrangement Agreement. The foregoing
list is not exhaustive, and additional information on these and
other risks that could affect completion of the Arrangement will be
set forth in the information circular to be prepared in connection
with the Special Meeting, which will be available on SEDAR and
EDGAR.
All forward-looking statements address matters that involve
known and unknown risks, uncertainties and assumptions, many of
which are beyond our control. Accordingly, there are and will be
important factors that could result in the termination of the
Arrangement Agreement or a delay in the transactions contemplated
by the Arrangement Agreement.
Although we believe that the assumptions inherent in the
forward-looking statements contained in this media release are
reasonable, undue reliance should not be placed on these
statements, which only apply as of the date hereof. We
undertake no obligation to publicly update or review any
forward-looking statement, whether as a result of new information,
future developments or otherwise, except as required by law.
© 2016 SMART Technologies. SMART kapp, kapp iQ, kapp iQ Pro,
SMART Board 6065, SMART amp, Notebook Advantage, SMART Room System,
the SMART logo and smarttech are trademarks or registered
trademarks of SMART Technologies in the U.S. and/or other
countries.
SOURCE SMART Technologies Inc.