Pacific Insight Reaches Arrangement Agreement with Methode Electronics
For immediate release
VANCOUVER, BRITISH COLUMBIA – (August 1, 2017) – Pacific Insight Electronics Corp (TSX:PIH) (“Pacific Insight” or the “Company”) is pleased to announce that the Company has entered into a definitive agreement with Methode Electronics Inc. (“Methode”), pursuant to which Methode has agreed to acquire, by way of a plan of arrangement (the “Arrangement”), all of the outstanding shares of Pacific Insight (“Pacific Insight Shares”) in an all-cash transaction for total consideration of approximately CAD$144 million.
Under the Arrangement, each Pacific Insight common share will be acquired for a cash purchase price of CAD$18.50. This represents a premium of 76% based on the closing price Pacific Insight on the TSX on July 31, 2017 and a 79% premium based on Pacific Insight’ s 20-day TSX volume weighted average price ending on July 31, 2017. All outstanding options and warrants will also be acquired.
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.
“I am very pleased with the opportunities this transaction will present. For our shareholders, this transaction will create compelling value by providing them liquidity at an attractive valuation and premium to market in an all-cash transaction. Methode is the ideal partner for us given the complementary nature of our products and expertise. Importantly, Methode’s global manufacturing footprint will provide us the ability to meet our customers’ requested expansion into Asia and Europe” said Stuart Ross, Pacific Insight’s Chief Executive Officer. “As part of Methode, we will be uniquely positioned to accelerate our innovations and, at the same time, strengthen and scale operations in a strategic manner. The size and strength of Methode will provide additional opportunities for all our stakeholders, including employees, customers, suppliers and local communities that we would not have had on our own.”
Cowan McKinney, Chairman of Pacific Insight stated, “We believe this transaction is the right opportunity at the right time and provides our shareholders attractive value. Pacific Insight and Methode have a similar operating culture that is focused on excellence, customer service, and advanced technologies, making this acquisition a strategic fit for continued growth globally.
Methode’s President and CEO Don Duda said, “Pacific Insight’s innovation and technology in LED based ambient and direct lighting will expand Methode’s presence within the automotive interior, as well as augment our efforts in overhead console and other areas. Additionally, because of Pacific Insight’s reputation as an expert in lighting, we see the potential to bring Pacific Insight’s technology and expertise to our non-automotive customers as well. Finally, the addition of Pacific Insight will advance our objective to pursue strategic acquisitions where we can leverage our core competencies and provide an attractive value proposition for our shareholders.”
The Arrangement has been unanimously approved by the board of directors of Pacific Insight. A special meeting of the holders of Pacific Insight securities is expected to take place by no later than end of September (the “Meeting”). 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.
The Arrangement Agreement provides that the board of directors of Pacific Insight may, under certain circumstances, terminate the agreement in favour of an unsolicited superior proposal, subject to payment of a termination fee of CAD$5.0 million, and subject to Methode having the right to match any such superior proposal. Pacific Insight has agreed not to solicit any alternative transactions. The Company has also agreed to a CAD$1.5 million expense reimbursement to Methode, in certain circumstances.
The directors and officers of Pacific Insight representing approximately 29.1% of Pacific Insight’s outstanding shares have entered into customary voting support arrangements with Methode under which they have agreed to vote in favour of the transaction.
Further information regarding the Arrangement will be contained in an information circular that Pacific Insight will prepare, file and mail in due course to the Pacific Insight security holders in connection with the special meeting of the Pacific Insight security holders to be held to consider the Arrangement. The completion of the Arrangement is subject to the satisfaction of certain customary conditions, including receipt of all necessary court and stock exchange approvals. The closing of the Arrangement is expected to be completed in the last quarter of calendar 2017. At that time, Pacific Insight will become a wholly-owned subsidiary of Methode, the Pacific Insight Shares will be delisted from the Toronto Stock Exchange, and Pacific Insight will apply to cease to be a reporting issuer under applicable securities laws as soon as reasonably practicable thereafter.
Advisors and Counsel
Fort Capital Partners is serving as financial advisor to Pacific Insight and has delivered a fairness opinion to its board of directors that the consideration to be received by the Pacific Insight shareholders under the transaction is fair, from a financial point of view, to Pacific Insight shareholders.
Cassels Brock & Blackwell LLP is serving as legal counsel to Pacific Insight. Farris, Vaughan, Wills & Murphy LLP is serving as legal counsel to Pacific Insight’s special committee of the board of directors and KPMG LLP has provided an opinion to Pacific Insight’s special committee of the board of directors that the consideration to be received by the Pacific Insight shareholders under the transaction is fair, from a financial point of view, to Pacific Insight shareholders.
Pacific Insight shareholders are advised to read the materials relating to the proposed transaction that will be filed by Pacific Insight with securities regulatory authorities in Canada when they become available, because they will contain important information. Anyone may obtain copies of these documents when available free of charge at the Canadian Securities Administrators’ website at www.sedar.com.
On behalf of the Board of Directors of Pacific Insight Electronics Corp.
Stuart Ross, President and CEO
Pacific Insight Electronics Corp.
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 https://www.pacificinsight.com.
Methode (NYSE:MEI) is a global developer of custom engineered and application specific products and solutions with manufacturing, design and testing facilities in China, Egypt, Germany, India, Italy, Lebanon, Malta, Mexico, Singapore, Switzerland, the United Kingdom and the United States. Methode designs, manufactures and markets devices employing electrical, electronic, wireless, safety radio remote control, sensing and optical technologies to control and convey signals through sensors, interconnections and controls. Methode’s business is managed on a segment basis, with those segments being Automotive, Interface, Power Products and Other. Methode’s components are in the primary end markets of the automobile, computer, information processing and networking equipment, voice and data communication systems, consumer electronics, appliances, aerospace vehicles and industrial equipment industries. Further information can be found on Methode’s website www.methode.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 fluctuations in commodity prices and currency exchange rates; mineral resource and reserve estimates; operational risks associated with mineral exploration and production; title matters; possible variations in resources, grades, or recovery rates; uncertainty of estimates of capital and operating costs; changes in project parameters as plans continue to be refined; delays in obtaining government approvals or licenses; failure of equipment or processes to operate as anticipated; uncertainty surrounding the ability to obtain financing and to market the products; accidents or labour disputes, 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.