Pacific Insight Receives Securityholder Approval of Acquisition by Methode Electronics, Inc.
For immediate release
Vancouver, BC, September 26, 2017 – Pacific Insight Electronics Corp. (TSX:PIH) (“Pacific Insight” or the “Company”) is pleased to announce that the previously announced plan of arrangement (the “Arrangement”) with Methode Electronics, Inc (“Methode”) has been approved by its securityholders today.
Under the Arrangement, Methode will, subject to the provisions of the arrangement agreement dated August 1, 2017 between Pacific Insight, Methode and Methode Electronics British Columbia Corporation (“Methode Subco”), indirectly acquire, through Methode Subco, all of the outstanding common shares of Pacific Insight (the “Pacific Insight Shares”) at a price of CAD$18.50 per Pacific Insight Share.
The Arrangement was approved by shareholders, optionholders and warrantholders of Pacific Insight (together, the “Pacific Insight Securityholders”) at a special meeting (the “Meeting”) of the Pacific Insight Securityholders held today. At the Meeting, a special resolution approving the Arrangement was approved by: 97.33% of the votes cast by Pacific Insight shareholders; and 97.68% of the votes cast by Pacific Insight Securityholders, voting as a single class. In addition, the Company received minority approval of the Arrangement in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
The Arrangement is subject to final approval of the Supreme Court of British Columbia (the “Court”). The Court hearing for the final order to approve the Arrangement is scheduled to take place on September 27, 2017, and subject to satisfaction or waiver of other customary closing conditions, completion of the Arrangement is expected to occur on October 3, 2017.
Additional information regarding the terms of the Arrangement is set out in the Company’s management information circular dated August 28, 2017, which is available on Pacific Insight’s profile at www.sedar.com.
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.
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.
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; operational risks; 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.