Gentex Corporation Plans Merger With VOXX International

Automotive and consumer electronics companies VOXX International Corp. and Gentex Corp. have entered into a definitive agreement and plan of merger for Gentex to acquire VOXX in an all-cash transaction.

Under the terms of the merger agreement, Gentex Corp. will acquire all of the issued and outstanding shares of VOXX common stock not already owned by Gentex for $7.50 per share, representing an aggregate enterprise value of approximately $196 million, the companies stated in a press release announcing the merger plan.

“The transaction with Gentex ensures a seamless transition for our brands, employees, customers and partners,” said Ari Shalam, chairman of the VOXX board of directors. “After a thorough and exhaustive sales process, the disinterested members of the board, the transaction committee and I unanimously support this decision, believing that it represents the best and most reliable path forward to maximize value for all VOXX stockholders. My father, John Shalam, who founded VOXX 60 years ago, and I are incredibly proud of the legacy we have built and the remarkable accomplishments of the VOXX team. We are confident that under Gentex’s stewardship, VOXX’s legacy will continue to thrive for the benefit of our stakeholders.”

The $7.50-per-share merger consideration represents a premium of approximately 163% to the company’s unaffected closing Class A common stock price of $2.85 on Aug. 26, 2024, the last trading day before VOXX publicly announced that its board of directors was conducting an exploration of strategic alternatives in an effort to maximize stockholder value, as well as the public disclosure that Gentex had made an unsolicited proposal to acquire VOXX at $5.50 per share., the release noted.

After several-month sales process led by a transaction committee of directors unaffiliated with Gentex, working with the committee’s independent financial advisor, Solomon Partners, and meeting with an extensive field of prospective purchasers, both strategic and financial, the transaction was approved unanimously by the company’s transaction committee and by the disinterested members of its board of directors.

Simultaneously with the execution of the merger agreement, John and Ari Shalam, along with certain family members, entered into a voting agreement pursuant to which they agreed to vote their shares of common stock in favor of the proposed merger, with such voting obligation terminating should the merger agreement be validly terminated or the board of directors or transaction committee making a recommendation adverse to the merger agreement and the merger, the release added.

The proposed transaction, which was approved by VOXX’s board of directors, acting on the unanimous recommendation of a transaction committee of the board of directors comprised entirely of directors unaffiliated with Gentex, is expected to close during the first quarter of 2025. The proposed transaction is subject to stockholder approval, receipt of antitrust regulatory approvals and other customary closing conditions, the release stated.