InFocus Corporation (NASDAQ: INFS) today announced that it has entered into a definitive merger agreement with Image Holdings Corporation (IHC), an Oregon company controlled by John Hui, the co-founder of eMachines. Under the terms of the agreement IHC and its wholly-owned subsidiary, IC Acquisition Corp. (IC), will make an all cash tender offer to acquire all outstanding shares of InFocus stock at $0.95 per share, or approximately $39 million in total. This deal is lower than what Planar paid for specialty video company, Runco just two years ago. Ironically, Runco is now owned by an Oregon company too.
The Board of Directors unanimously recommends that InFocus shareholders accept and tender their shares into the offer, which represents a 36 percent premium over the April 9th closing price of $0.70, the last trading day prior to the agreement, and a 90 percent premium over the last 30 day average closing price of $0.50. The offer will be subject to the tender of a minimum of 65 percent of InFocus outstanding shares and other customary conditions, including the absence of any material adverse effect on the InFocus business. The offer and a subsequent merger that will result in InFocus becoming a wholly-owned subsidiary of IHC are expected to close in the second quarter of 2009.
“After an extensive review of strategic alternatives with InFocus management and our financial advisors, we determined this all cash sale of InFocus to IHC provides the best value for InFocus shareholders,” said Michael Hallman, the lead independent member of the InFocus board of directors.
“In addition to delivering compelling value to our shareholders, the partnership with IHC also creates clear benefits for InFocus customers, suppliers and employees,” said Bob O’Malley, the president and CEO of InFocus. “John Hui understands the technology industry and will assist InFocus in the execution of its strategy. Operating as a privately held company is expected to reduce our costs and facilitate our ability to focus on longer-term priorities. While this is a very big step for InFocus internally, our commitment to delivering innovative projection solutions has not changed.”
InFocus operates both in the consumer electronics and professional video installation market. The company has never made the in-roads that many expected in the home theater and consumer markets for a company with $39,000,000 in sales. The new ownership offers the projector and video company a chance to grow its distribution and consumer appeal.