InFocus Announces Receipt of Unsolicited Proposal
22 Avril 2009 - 9:10PM
Business Wire
InFocus Corporation (NASDAQ:INFS) today announced that it has
received an unsolicited proposal with respect to a potential
acquisition of InFocus. On April 13, 2009 InFocus announced that it
has entered into a definitive merger agreement with Image Holdings
Corporation (�IHC�), an Oregon company controlled by John Hui (the
�Merger Agreement�). Under the terms of the Merger 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.
In accordance with the terms of the Merger Agreement, InFocus
has notified IHC of its determination that the unsolicited proposal
constitutes a �Takeover Proposal� as defined in the Merger
Agreement. InFocus has also informed IHC that InFocus intends to
enter into discussions with the person who submitted the
unsolicited proposal and may furnish due diligence information to
that person.
There can be no assurance that any discussions with respect to
the unsolicited proposal will result in a transaction being
recommended by the Board of Directors of InFocus, or that any such
transaction will be consummated.
Except as required by applicable law, InFocus does not intend to
disclose the possible terms of any alternative transaction, or the
identity of any person proposing such alternative transaction,
prior to the execution of a definitive agreement with respect to
such alternative transaction, if any.
At this time the Board of Directors of InFocus continues to
unanimously recommend that InFocus shareholders accept and tender
their shares pursuant to the tender offer described in the Merger
Agreement.
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.
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. 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.
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, 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.
Infocus (NASDAQ:INFS)
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