VTech to Merge with LeapFrog Enterprises (LF) in $72M Deal

Vtech said Friday:

The Board is pleased to announce that the Company, the Purchaser (an indirect wholly-owned subsidiary of the Company) and Leapfrog (NYSE: LF) entered into the Merger Agreement on 5 February 2016 (after trading hours) in relation to the Acquisition, pursuant to which the Purchaser shall, subject to the satisfaction of certain conditions set forth in the Merger Agreement, commence the Offer for the outstanding shares of Leapfrog, and subsequently, subject to the consummation of the Offer and the satisfaction of certain other conditions set forth in the Merger Agreement, be merged with and into Leapfrog, and Leapfrog shall continue as the Surviving Corporation and shall succeed to and assume all the rights and obligations of the Purchaser and Leapfrog in accordance with the DGCL, as an indirect wholly-owned subsidiary of the Company after the Closing. The Offer is made at a purchase price of US$1 per Target Share in cash, representing an aggregate transaction value of approximately US$72 million.

LISTING RULES IMPLICATIONS

As more than one of the applicable percentage ratios (as defined under Rule 14.04(9) of the Listing Rules) in relation to the Acquisition exceed 5% and all of them are less than 25%, the Acquisition constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is subject to notification and announcement requirements under the Listing Rules.

Shareholders and potential investors of the Company are urged to exercise caution when dealing in the Shares. Further announcement in respect of the Acquisition will be made by the Company in the event that the Acquisition has been completed.

The full press release is embedded below:

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