New York-based private equity fund Monomoy Capital Partners II is to acquire all of the outstanding shares of common stock of Cobra Electronics, a designer and marketer of mobile communications and navigation products, at USD4.30 per share in cash.
Under the terms of the agreement, an affiliate of Monomoy will commence a tender offer to purchase all outstanding shares of common stock of Cobra Electronics at a price of USD4.30 per share in cash within ten business days.
The offer is conditioned on, among other things, the tender of a majority of the outstanding shares of Cobra Electronics' common stock, calculated on a fully diluted basis.
The merger agreement provides that, promptly after the closing of the tender offer, any shares not tendered in the tender offer (other than shares for which appraisal is properly sought under applicable law) will be acquired in a second-step merger at the same cash price as paid in the tender offer.
Directors and officers of Cobra Electronics holding approximately 2.6 per cent of Cobra Electronics' outstanding shares of common stock, on a fully diluted basis, have executed support agreements pursuant to which each of them will tender their shares in the tender offer.
"This transaction will deliver to Cobra Electronics' shareholders certainty of value and liquidity in the form of a cash payment immediately upon closing," says Jim Bazet, chairman and chief executive officer of Cobra Electronics. "We are excited to work with Monomoy as this transaction marks the next stage in the evolution of the Cobra brand."
"We are thrilled to add Cobra's market leading products to the Monomoy portfolio," says Justin Hillenbrand, co-CEO of Monomoy. "We look forward to working with Cobra's team members, suppliers and customers for many years to come."
