Pacific Insight Mails and Files Materials for Special Meeting of Shareholders
For immediate release
Vancouver, BC, September 5, 2017 – Pacific Insight Electronics Corp. (“Pacific Insight”) (PIH: TSX) is pleased to announce that it has mailed and filed its meeting materials on SEDAR, including a management information circular of Pacific Insight dated August 28, 2017 (the “Circular”), in connection with its previously announced Plan of Arrangement (the “Arrangement”). If the Arrangement becomes effective, Methode Electronics, Inc. (“Methode”) will acquire all of the issued and outstanding common shares of Pacific Insight (“Common Shares”) for cash consideration of CDN$18.50 per Common Share by way of the Arrangement.
The cash payment represents a premium of 76% based on the closing price of the Common 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 Common Shares on the TSX ending on July 31, 2017, the day prior to the announcement of the Arrangement.
The Arrangement will be voted on by Pacific Insight securityholders at a special meeting scheduled to be held at the Metropolitan Hotel Vancouver, 645 Howe St., Vancouver, British Columbia on September 26, 2017 at 10 a.m. (Vancouver time) (the “Meeting”). The record date for the Meeting is August 24, 2017.
The Circular contains, among other things, details concerning the Arrangement, the reasons for and benefits of the Arrangement, the requirements for the Arrangement to become effective, the procedure for receiving payment for Common Shares, voting at the Meeting and other related matters. Securityholders are urged to carefully review the Circular and accompanying materials as they contain important information regarding the Arrangement and its consequences to security holders.
On August 24, 2017, Pacific Insight obtained an interim order of the Supreme Court of British Columbia to authorize the securityholder meeting process in connection with the Arrangement. The Arrangement is subject to, among other things, the approval of: (i) not less than two-thirds of the votes cast by holders of Pacific Insight Common Shares present in person or represented by proxy at the meeting, (ii) not less than two-thirds of the votes cast by holders of Pacific Insight Common Shares, options and warrants present in person or represented by proxy at the Meeting; and (iii) a simple majority of the votes cast by holders of Pacific Insight Common Shares other than shareholders whose votes are required to be excluded for the purposes of a “minority approval” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
Pacific Insight’s board of directors unanimously recommends that Pacific Insight security holders vote in favour of the Arrangement, and each director and officer of Pacific Insight has agreed, in the absence of a superior proposal, to vote all of the Pacific Insight shares they own or control at the date of the Arrangement meeting in favour of the Arrangement.
Assuming that the Arrangement is approved at the Meeting, Pacific Insight is currently scheduled to return to court on September 27, 2017 to seek a final order to implement the Arrangement. In addition to securityholder and court approval, the completion of the Arrangement is subject to the satisfaction of certain other customary conditions.
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities.
If you have any questions or require assistance with voting in connection with the Arrangement, please contact Laurel Hill Advisory Group by email at firstname.lastname@example.org or by telephone at 1-877-452-7184 (1-416-304-0211 collect).
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 assessment of the benefits to shareholders of the proposed transaction with Methode, the timing of various aspects of the transaction and the completion of the transaction constitute forward-looking statements that are subject to numerous risks, uncertainties and other factors relating to Pacific Insight’s operations may cause future results to differ materially from those expressed or implied in such forward-looking statements. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible” and similar expressions, or statements that events, conditions or results “will”, “may”, “could” or “should” occur or be achieved.
Forward-looking statements are based on the assumptions, opinions and estimates of management as of the date such statements are made, and they are subject to a number of known and unknown risks and uncertainties which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievement expressed or implied by such forward-looking statements. In particular, such risks include the satisfaction of the conditions precedent to the completion of the proposed transaction with Methode Electronics, Inc., including obtaining securityholder approval, the details of which will be 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.