IEC Electronics (NASDAQ:IEC) Corp. and Creation Technologies Inc. have jointly announced the successful completion of the tender offer by CTI Acquisition Corp. for all the issued and outstanding shares of IEC for a price of $15.35 per share in cash, without interest and any applicable withholding taxes.
The offer expired at 5:00 pm, New York city time, on October 4, 2021. Creation said it expects to complete the acquisition of IEC on Tuesday through a merger without a vote of IEC stockholders in line with Section 251(h) of the general corporation law in the state of Delaware.
On August 12, 2021, IEC announced it had signed a definitive merger agreement with Creation Technologies, that will see the latter acquire all outstanding shares of IEC. Creation has agreed to pay $15.35 per share in cash, which represents a fully diluted equity value of around $173.8 million and an aggregate enterprise value of $242.3 million, based upon net debt of $68.6 million.
READ: IEC Electronics announces merger with Creation Technologies; releases 3Q results
The depository for the offer has advised Creation that, as of the expiration of the offer, a total of 7,731,697 shares have been validly tendered, which represents around 72.5% of IEC’s outstanding shares. In addition, an additional 372,889 shares had been tendered by notice of guaranteed delivery, representing another 3.5% of IEC's outstanding shares.
“Accordingly, all shares that were validly tendered and not validly withdrawn were accepted for payment, and CTI Acquisition Corp. will promptly pay for all such tendered shares in accordance with the terms of the offer,” said the company.
As a result of the merger, IEC will become a wholly owned subsidiary of Creation. The company said that in the merger, each IEC share other than shares (i) owned by IEC’s stockholders who have perfected their statutory rights of appraisal under Delaware law, (ii) then owned by Creation Technologies International Inc. or IEC, or (iii) irrevocably accepted for purchase in the offer will be cancelled and converted into the right to receive $15.35 per share in cash, without interest and less any applicable withholding taxes.
After completion of the merger, IEC’s stock will no longer be listed on the Nasdaq, which is expected to take effect later today.
The merger will combine IEC’s high-complexity, low-to-medium volume electronic manufacturing services focused on high-reliability applications within the aerospace and defense, medical and industrial end markets, with Creation’s focus on medium volume, high-reliability customers in the same segments.
Together, the new entity will have more than 4,000 employees in facilities located across North America and China.
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