VOXX Int'l (VOXX) To Acquire The Audio/Video Business Of Onkyo Home Entertainment Corporation

June 3, 2021 8:34 AM EDT

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VOXX International Corporation (NASDAQ: VOXX) ("VOXX" or the "Company"), a leading manufacturer and distributor of automotive and consumer technologies for the global markets, today announced that its wholly owned subsidiary, Premium Audio Company, LLC, and Sharp Corporation ("Sharp") have signed an Asset Purchase Agreement ("APA") to jointly acquire the audio/video business of Onkyo Home Entertainment Corporation ("Onkyo"). The total purchase price for the transaction is approximately $30.8 million, plus the assumption of certain liabilities. Additionally, future commissions on certain sales would be payable.

VOXX and Sharp are in the process of establishing a joint venture which, subject to approval of the proposed transaction at Onkyo's Ordinary General Meeting of Shareholders scheduled on June 25, 2021, and the satisfaction of certain other conditions, would own substantially all of the assets of Onkyo's audio/video business. Upon the closing of the contemplated transaction, this would include intellectual property, brands, engineering, and manufacturing rights. Should this transaction be consummated, the Premium Audio Company would be responsible for all sales, marketing, and distribution of Onkyo and Integra audio/video products, whereas Sharp would be responsible for manufacturing, which it currently does in Malaysia.

It's expected that distribution of Onkyo and Integra audio/video products will be executed through the Premium Audio Company's newly formed subsidiary, 11 Trading Company ("11TC"), in North and South America and through Klipsch, a wholly owned subsidiary of VOXX, in all other worldwide regions. Upon consummation of the transaction, the business will be run by Paul Jacobs and the Klipsch management team. The Pioneer and Pioneer Elite audio/video brands, which are currently licensed by Onkyo and have been sold through 11TC, are not part of the APA, though the parties have entered into a Memorandum of Understanding to formalize a new agreement.

Onkyo Home Entertainment Corporation is a leader in the audio and video home entertainment industry, with one of the most respected names in home theater systems. The Company markets and sells a variety of products under the Onkyo and Integra brands in home audio, lifestyle audio, hi-fi components, and speaker systems.

Pat Lavelle, President and Chief Executive Officer of VOXX International stated, "This acquisition is a great addition to our Premium Audio Company. Since we established our distribution relationship in July 2020, we have seen strong demand for both Onkyo and Integra products. Sharp, our partner in this venture, brings world-class manufacturing capabilities and together, with our distribution partners and strong customer relationships, we believe we can grow this business significantly in the years ahead. While we anticipate growth this year as well, should the transaction be approved, it will take time to ramp up manufacturing lines and secure parts, which is a challenge for the industry at large. With that said, we believe over the coming years, we will restore worldwide sales resulting in strong top-line growth and improved profitability."

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