Foxconn Technology Group has agreed to acquire all of the outstanding common shares of SMART Technologies Inc. (Calgary, Canada) for a cash payment of $4.50 per common share, which represents a premium of about 21% to the volume weighted average price over the last 90 trading days prior to announcement of the arrangement.
“We are very excited by the proposed acquisition of SMART by Foxconn, which is the world’s largest electronics manufacturer,” said Neil Gaydon, President/CEO of SMART. “SMART has built an enviable global brand in both the education and enterprise spaces. The proposed transaction with Foxconn provides us with one of the strongest global electronics partners with access to significant resources, a broad range of new technologies, markets and financial resources that will enable us to accelerate our strategy and position SMART for significant future growth.”
The Agreement provides that any subsidiary of Hon Hai Precision Industry Co., Ltd. may participate in the investment in SMART, and strategic partners designated by Hon Hai Precision Industry Co., Ltd., may, collectively, participate in up to 33 1/3% of the investment. Further, the Agreement provides that a termination fee of $8.9 million will be payable by SMART in certain circumstances, including if SMART enters into an agreement with respect to a superior proposal or if its Board of Directors fails to recommend the proposed Arrangement to shareholders in the prescribed manner.
All of the directors, certain of the officers of SMART and certain of its shareholders, representing about 68% of the issued and outstanding common shares, have entered into lockup agreements pursuant to which they have agreed to, among other things, support the Arrangement and vote their Common Shares in favor of the Arrangement, subject to the terms of such agreements.