Pacific Insight Electronics Responds to Announcement of Shenzhen Kaizhong Precision Technology Co. Ltd.
For immediate release
Vancouver, BC, September 7, 2017 – Pacific Insight Electronics Corp. (TSX:PIH) (the “Company” or “Pacific Insight”) confirmed that it received a written proposal from Shenzhen Kaizhong Precision Technology Co. Ltd. (“Kaizhong”) on September 6, 2017 offering to enter into an arrangement agreement with the Company to acquire all of the Company’s shares. The Company also notes that less than two hours after the Company received the proposal from Kaizhong (and before the Company and its directors had an opportunity to consider Kaizhong’s proposal), Kaizhong issued a news release announcing its proposal.
As previously announced, Methode Electronics, Inc. (NYSE: MEI) (“Methode”) and the Company have agreed to a transaction pursuant to which Methode will acquire all of the issued and outstanding shares of the Company for cash consideration of $18.50 per share. Full details of the transaction with Methode are set out in the Company’s information circular dated August 28, 2017, available under the Company’s issuer profile at www.SEDAR.com and also on the Company’s website.
The directors of the Company have considered materials that have been provided to the Company by Kaizhong. After reviewing these materials, and receiving legal and financial advice, the board has concluded that the Kaizhong proposal is not a “Superior Proposal” for a variety of reasons, including:
- Any transaction with Kaizhong is subject to the prior approval of Kaizhong’s shareholders. Under the agreement with Methode, the Company cannot accept a proposal from a third party that is subject to shareholder approval. The Kaizhong proposal therefore cannot be a “Superior Proposal” within the meaning of the agreement with Methode.
- The purchase price for the transaction proposed by Kaizhong is to be funded largely by bank financing. The commitment letter obtained by Kaizhong is subject to any agreement between Kaizhong and the Company being satisfactory to Kaizhong’s lender. It is also subject to completion of financing agreements satisfactory to Kaizhong and its lender.
- The transaction proposed by Kaizhong is subject to certain government approvals in the People’s Republic of China. The ability to obtain governmental approvals, and timing of any such approvals that can be obtained, is inherently uncertain.
Having regard to the entirety of the materials received from Kaizhong, including all of the above, it is not accurate to describe the proposal received from Kaizhong as a Superior Proposal. Shareholders of the Company are therefore urged to take no action regarding the announcement by Kaizhong.
Stuart Ross, Pacific Insight’s Chief Executive Officer, stated “the directors of the Company and I have unanimously confirmed that we continue to support the transaction with Methode as being in the best interests of the Company and recommend that shareholders vote in favour of it at the meeting on September 26, 2017.”
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.