ISS Supports Plan of Arrangement Between Pacific Insight Electronics Corp. and Methode Electronics, Inc.
For immediate release
Vancouver, BC, September 15, 2017 – Pacific Insight Electronics Corp. (TSX:PIH) (“Pacific Insight” or the “Company”) today announced that Institutional Shareholder Services, Inc. (“ISS”), a leading independent proxy advisory firm that provides voting recommendations to institutional investors, has reviewed the transaction and recommended that shareholders of Pacific Insight vote FOR the acquisition of all of the Company’s shares by Methode Electronics, Inc. (“Methode”) at the upcoming special meeting (the “Meeting”) of the Company’s securityholders. Pursuant to an agreement between the Company and Methode (the “Arrangement Agreement”), all of the shares of Pacific Insight are to be acquired by Methode for a cash consideration of $18.50 per share as part of a plan of arrangement (the “Arrangement”).
The cash consideration to be paid by Methode represents a premium of 76% based on the closing price of the Company’s shares on the Toronto Stock Exchange (“TSX”) on July 31, 2017 and a 79% premium based on the 20-day TSX volume weighted average price of the Shares on the TSX ending on July 31, 2017, the day prior to the announcement of the Arrangement.
Proxy Advisory Recommendations
In its analysis, ISS acknowledged the substantial premium for shareholders, the certainty of value and immediate liquidity to shareholders due to the all-cash consideration, and the favourable market reaction to the Arrangement, as factors supporting a FOR recommendation. The recommendation from ISS was issued after receipt of a proposal from Shenzhen Kaizhong Precision Technology Co. Ltd. (“Kaizhong”) to undertake a competing transaction.
The Company’s board has recommended that shareholders take no action regarding Kaizhong’s proposal. The Kaizhong proposal does not represent a “Superior Proposal” as defined in the Arrangement Agreement and is not a proposal that the Company is able to accept without breaching the Arrangement Agreement. The Kaizhong proposal is also subject to government approvals in the People’s Republic of China. In addition, over 90% of Kaizhong’s purchase price is to be funded by bank financing from a Chinese lender. As presented to the Company, Kaizhong’s financing arrangements are subject to the lender being satisfied with any agreement between Kaizhong and the Company and the Company cannot determine whether Kaizhong’s lending terms have been settled.
The transaction with Methode has been unanimously approved by the board of directors of Pacific Insight. The directors and officers of Pacific Insight, holding securities which represent approximately 28.8% of Pacific Insight’s outstanding shares and 35.6% of all Pacific Insight’s outstanding securities, have entered into customary voting support arrangements with Methode under which they have agreed to vote in favour of the Arrangement.
Voting Approval Required
The Meeting is to be held September 26, 2017. To become effective, the resolution approving the Arrangement must be passed by: (i) 66 2/3% of the votes cast by holders of Pacific Insight shares present in person or represented by proxy and entitled to vote at the Meeting; (ii) 66 2/3% of the votes cast by holders of Pacific Insight shares, options and warrants present in person or represented by proxy and entitled to vote at the Meeting, voting together as a single class and (iii) a simple majority of the votes cast at the Meeting by Pacific Insight shareholders, present in person or represented by proxy and entitled to vote at the Meeting, excluding the votes cast in respect of Pacific Insight Shares held by any interested party (as defined by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions). Completion of the transaction will also be subject to receipt of all necessary regulatory and court approvals, and the satisfaction of certain other closing conditions customary for a transaction of this nature.
Securityholders should vote FOR the Arrangement using the proxy or voting instruction form sent to them in advance of the voting deadline of 10 a.m. (Vancouver time) on September 22, 2017 (the “Advanced Voting Deadline”). The Meeting is scheduled for 10 a.m. (Vancouver time) on September 26, 2017, at the Metropolitan Hotel, Vancouver, 645 Howe Street, Vancouver, British Columbia, V6C 2Y9. Securityholders that do not vote prior to the Advanced Voting Deadline are encouraged to attend the Meeting and vote FOR the Arrangement.
If shareholders have any questions or require assistance with voting, please contact the Company’s proxy solicitation agent:
Laurel Hill Advisory Group
North American Toll-Free Number: 1-877-452-7184
Collect Calls Outside North America: 416-304-0211
About Pacific Insight
Pacific Insight (TSX:PIH) is a global solutions provider offering design, development, manufacturing and delivery of electronic products and full-service solutions to the automotive, commercial vehicle and specialty markets. Pacific Insight provides OEMs as well as Tier 1 and Tier 2 customers with a range of cost competitive products including LED lighting systems, electronic control modules and wire harnesses. For further information about Pacific Insight’s business, please visit the company’s website at www.pacificinsight.com.
Caution Concerning Forward-Looking Statements
Certain disclosures in this release, including statements relating to management’s consideration of the materials provided by Kaizhong regarding its proposal, constitute forward-looking statements that are subject to numerous risks, uncertainties and other factors. In particular, such risks include the satisfaction of the conditions precedent to the completion of the proposed transaction with Methode Electronics, Inc., the details of which are set out in the management information circular, and other risks and uncertainties disclosed under the heading “Risk Factors” in the Company’s most recent Annual MD&A which is available for download at www.sedar.com. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by law, Pacific Insight expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.