Crown Electrokinetics (CRKN) Announces Merger Agreement
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Crown Electrokinetics Corp. (NASDAQ: CRKN) (“Crown” or the “Company”), a leader in optical and fiber infrastructure solutions, today announced that it has entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Crown EK Acquisition LLC (“Parent”) and Crown EK Merger Sub Corp. (“Purchaser”), a wholly owned subsidiary of Parent.
Parent is controlled by Douglas Croxall, the Company’s Chairman and Chief Executive Officer. Under the terms of the Merger Agreement, Purchaser will commence a tender offer to acquire all outstanding shares of Crown’s common stock for a cash purchase price of $3.15 per share, subject to the terms and conditions of the Merger Agreement.
The proposed transaction has been unanimously approved by a special committee (the “Special Committee”) comprised of independent directors of Crown’s board of directors and is intended to result in Crown becoming a wholly owned subsidiary of Parent. The Special Committee received a fairness opinion from an independent financial advisor and determined the transaction is fair to, and in the best interests of, Crown’s unaffiliated public stockholders.
The tender offer is expected to commence within 15 business days and will remain open for 20 business days, unless extended in accordance with the Merger Agreement and applicable Securities and Exchange Commission (the “SEC”) rules. The transaction is not subject to a financing condition and is expected to close promptly following the successful completion of the tender offer and, if applicable, the exercise of a top-up option.
Additional information regarding the transaction will be filed with the SEC and made available at https://ir.crownek.com.
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