AUSTIN, Texas – Travis Boats & Motors, Inc., has entered into a merger agreement to be acquired by Tracker Marine, LLC – the Springfield, Mo.-based manufacturer of pleasure boats – through the merger of its subsidiary, TMRC, LLP into Travis, according to a release from Travis yesterday evening.
Under the terms of the merger agreement, which was approved by Travis' Board of Directors based on the unanimous recommendation of a special committee of the board comprised solely of independent directors, Travis will be acquired by Tracker in a one-step merger transaction, for $0.40 per share of common stock, in cash.
In making its recommendation, the committee relied upon, among other things, the opinion of Davenport & Co., LLC, its independent financial advisor, that the consideration to be received by the public shareholders of Travis in the contemplated merger is fair from a financial point of view.
Upon consummation of the merger, which is expected to occur during January 2005, Travis, as the surviving corporation, will become a wholly owned subsidiary of Tracker and its common stock will no longer be publicly traded. The closing of the transaction is subject to certain terms and conditions, including the approval of the holders of a majority of the outstanding common stock and of the Series A Preferred Stock, voting as a separate class. The affirmative vote of a majority of shares held by shareholders other than TMRC and its affiliates is also required, Travis reported.
TMRC is the holder of all of the outstanding 80,000 shares of the Series A Preferred Stock of Travis. These shares of Series A Preferred Stock have general voting power representing approximately 42 percent of the total general voting power of Travis.
Kenneth N. Burroughs, a director of Travis, is the president of TMRC and its parent, Tracker Marine. Under separate agreement, TMRC has agreed to vote its shares in favor of the contemplated merger transaction.
The company plans to file with the Securities and Exchange Commission a proxy statement and other relevant documents concerning the contemplated merger and will solicit shareholder approval by means of a proxy statement, which will be mailed to Travis shareholders upon completion of the required Securities and Exchange Commission filing and review process.
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