Simrad acquires nearly 80 percent of Lowrance’s shares
TULSA, Okla. – Simrad Yachting’s wholly owned subsidiary, Navico Acquisition Corp., has purchased all of the shares tendered and not withdrawn pursuant to its tender offer for all of the outstanding shares of Lowrance common stock at $37.00 per share, Lowrance said in a release today.
The tender offer and withdrawal rights expired midnight (EST) Feb. 28. According to the depositary for the offer, a total of 4,105,658 shares of common stock of Lowrance had been tendered and not withdrawn prior to this expiration, including 286,150 shares subject to guaranteed delivery.
Shareholders who validly tendered prior to the expiration of the offer, and whose shares were not properly withdrawn, will promptly receive the offer price of $37.00 per share, net to the seller in cash without interest.
As a result of these purchases in the tender offer, Simrad Yachting, through Navico, now owns approximately 80 percent of the outstanding shares of Lowrance common stock.
Simrad Yachting also said that Navico will provide a subsequent offering period which will expire at midnight (EST) tonight, unless extended.
During this subsequent offering period, holders of shares of Lowrance common stock who did not previously tender their shares into the offer may do so and Navico will promptly purchase any shares so tendered at $37.00 per share, net to the seller in cash without interest. No shares tendered in the tender offer may be withdrawn during the subsequent offering period.
After expiration of the subsequent offering period, Navico will acquire all of the remaining outstanding shares of Lowrance common stock by means of a merger under Delaware law. In this merger, Navico will merge with and into Lowrance and Lowrance will become a wholly owned subsidiary of Simrad Yachting. Each share of Lowrance’s outstanding common stock will be cancelled and (except for shares held by Simrad Yachting, Navico or shareholders properly exercising dissenters’ rights) will be converted into the right to receive $37.00 per share, net to the seller in cash without interest. Lowrance’s common stock will cease to be quoted for trading on the Nasdaq National Market.
If Simrad Yachting, through Navico, owns at least 90 percent of the outstanding shares of Lowrance common stock after the subsequent offering period, the merger will be implemented on an expedited basis pursuant to the short-form merger procedure available under Delaware law.
Simrad Yachting has engaged Mellon Investor Services LLC as depositary in connection with the tender offer. Questions and requests for documentation in connection with the tender offer may be directed to Morrow & Co., Inc., the information agent for the tender offer, at 800-607-0088.
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