Meade Instruments Corp. Terminates JOC Merger Agreement, Announces Merger Agreement With Affiliates of Ningbo Sunny Electronic
16 Juillet 2013 - 10:21PM
Meade Instruments Corp. (Nasdaq:MEAD) ("Meade"), (est. 1972) one of
the world's largest designers and manufacturers of telescopes and
accessories for amateur astronomers, announces the termination of
its previously announced Agreement and Plan of Merger with JOC
North America LLC and JOCNA Inc., collectively ("JOC"), which was
announced May 17, 2013, and the execution of a new Agreement and
Plan of Merger with Sunny Optics, Inc. ("SOI") and Sunny Optics
Merger Sub, Inc., a wholly-owned subsidiary of SOI, both of which
are affiliates of Ningbo Sunny Electronic Co., Ltd., collectively
("Sunny") for $4.21 per share or approximately $5.5 million for all
shares.
As required by its merger agreement with JOC, Meade paid a
$250,000 termination fee to JOCNA Inc. which Meade borrowed from
Sunny in connection with the execution of their merger
agreement.
Ningbo Sunny Electronic Co., Ltd. develops, makes and sells
sport and outdoor optical products, such as binoculars, telescopes,
spotting scopes, riflescopes and diverse optical components and
accessories. Sunny's manufacturing facility is located in
Zhejiang, China and is equipped with first-grade, ISO9001
certified, production facilities, and advanced environmental and
optical testing devices.
Additional Information about the
Transaction
In connection with the proposed transaction, Meade will file a
proxy statement and other relevant documents concerning the
proposed transaction with the Securities and Exchange Commission
(SEC). The definitive proxy statement and other materials filed
with the SEC will contain important information regarding the
merger, including, among other things, the recommendation of
Meade's board of directors with respect to the merger. STOCKHOLDERS
ARE URGED TO READ THE PROXY STATEMENT AND OTHER MATERIALS THAT
MEADE FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED
MATTERS. You will be able to obtain the proxy statement, as well as
other filings containing information about Meade and the merger,
free of charge, at the website maintained by the SEC at
www.sec.gov. Copies of the proxy statement and other filings made
by Meade with the SEC can also be obtained, free of charge, by
directing a request to Meade Instruments Corp., 27 Hubble, Irvine,
California 92618, Attention: Corporate Secretary.
Participants in the Solicitation
The directors and executive officers of Meade and other persons
may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information regarding Meade's
directors and executive officers is available in its Annual Report
on Form 10-K filed with the SEC on May 30, 2013. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the proxy
statement and other relevant materials to be filed with the SEC
when they become available. Investors should read the proxy
statement carefully when it becomes available before making any
voting or investment decisions.
Cautionary Statement Regarding Forward-looking
Statements
This press release contains forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended. One can identify these forward-looking statements by
the use of the words such as "expect," "anticipate," "plan," "may,"
"will," "estimate" or other similar expressions. Because such
statements apply to future events, they are subject to risks and
uncertainties that could cause the actual results to differ
materially. Actual results and trends may differ materially from
what is forecast in forward-looking statements due to a variety of
factors, including, without limitation: the ability to obtain, if
any, regulatory approvals of the acquisition on the proposed terms
and schedule; the failure of Meade's stockholders to approve the
acquisition; the risk that the acquisition may not be completed in
the time frame expected by the parties or at all; the parties'
ability to satisfy the closing conditions and consummate the
transactions; and Meade's ability to maintain its existing
relationships with its employees, customers and suppliers.
Additional information regarding factors that may affect future
results are described in Meade's filings with the SEC, including,
without limitation, Annual Reports on Form 10-K and Quarterly
Reports on Form 10-Q.
All forward-looking statements speak only as of the date they
were made. Neither Meade nor Ningbo Sunny Electronic Co., Ltd. nor
any of the named representatives thereof undertake any obligation
to update or publicly release any revisions to any forward-looking
statements to reflect events, circumstances or changes in
expectations after the date of the press release.
CONTACT: John Elwood, CFO
27 Hubble
Irvine, CA 92618
Phone: (949) 451-1450
Fax: (949) 451-1460
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