iGO, Inc. (IGOI) Agrees to $3.95/Share Tender
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iGO, Inc. (Nasdaq: IGOI) announced today that it has entered into a definitive Stock Purchase and Sale Agreement with Steel Excel Inc. (OTC: SXCL) pursuant to which Steel will commence a cash tender offer to purchase up to 44.0% of the outstanding shares of the Company's common stock on a fully-diluted basis at a price of $3.95 per share. The offer price represents a 71.7% premium to the Company's closing stock price on the NASDAQ of $2.30 on July 10, 2013. The Sale Agreement and the transactions contemplated thereby have been unanimously approved by the boards of directors of both companies.
Steel's obligation to complete the tender offer is subject to the tender of at least 30.0% of the outstanding shares of the Company's common stock on a fully-diluted basis. If at least 30.0%, but less than 44.0%, of the outstanding shares of the Company's common stock on a fully-diluted basis are tendered in the tender offer, Steel is obligated to purchase from the Company newly issued shares of the Company's common stock at the same price as paid in the tender offer so that Steel's interest in the Company following such transaction will constitute the 44.0% threshold. Upon completion of the tender offer, Steel will be able to appoint two of the Company's four directors. Further, a new president and chief executive officer will be appointed to replace Michael D. Heil, who currently holds the position.
The board of directors of the Company has unanimously agreed to recommend that the Company's stockholders tender their shares to Steel in the tender offer, subject to their fiduciary duties. Adage Capital Partners, L.P., one of the Company's principal stockholders, owning approximately 21.0% of the Company's outstanding common stock, has entered into a tender and voting agreement with Steel committing to tender all of its shares of the Company's common stock in the tender offer subject to proration for tenders by other stockholders.
"After careful and thorough analysis, together with the advice of our financial advisor, the Board has endorsed this transaction as being in the best interest of the Company and our stockholders," said Mr. Heil. "We are pleased that the transaction provides stockholders cash for part of their investment in the Company at a significant premium to the market price, while also enabling investors to retain equity in the Company and participate in its future direction under new stewardship."
"iGO, Inc. has a superior brand, a reputation for delivering high quality products and a strong balance sheet," said Jack L. Howard, Steel Excel's principal executive officer. "We intend to work closely with the iGO employee team, our manufacturing and distribution partners and iGO's valued customers to together build our businesses and create value for our shareholders and all our constituents."
It is anticipated that the tender offer will commence in the next two weeks, with closing anticipated approximately 30 days thereafter. Closing is subject to customary conditions, as well as the 30% minimum condition. There is no financing contingency
Steel's obligation to complete the tender offer is subject to the tender of at least 30.0% of the outstanding shares of the Company's common stock on a fully-diluted basis. If at least 30.0%, but less than 44.0%, of the outstanding shares of the Company's common stock on a fully-diluted basis are tendered in the tender offer, Steel is obligated to purchase from the Company newly issued shares of the Company's common stock at the same price as paid in the tender offer so that Steel's interest in the Company following such transaction will constitute the 44.0% threshold. Upon completion of the tender offer, Steel will be able to appoint two of the Company's four directors. Further, a new president and chief executive officer will be appointed to replace Michael D. Heil, who currently holds the position.
The board of directors of the Company has unanimously agreed to recommend that the Company's stockholders tender their shares to Steel in the tender offer, subject to their fiduciary duties. Adage Capital Partners, L.P., one of the Company's principal stockholders, owning approximately 21.0% of the Company's outstanding common stock, has entered into a tender and voting agreement with Steel committing to tender all of its shares of the Company's common stock in the tender offer subject to proration for tenders by other stockholders.
"After careful and thorough analysis, together with the advice of our financial advisor, the Board has endorsed this transaction as being in the best interest of the Company and our stockholders," said Mr. Heil. "We are pleased that the transaction provides stockholders cash for part of their investment in the Company at a significant premium to the market price, while also enabling investors to retain equity in the Company and participate in its future direction under new stewardship."
"iGO, Inc. has a superior brand, a reputation for delivering high quality products and a strong balance sheet," said Jack L. Howard, Steel Excel's principal executive officer. "We intend to work closely with the iGO employee team, our manufacturing and distribution partners and iGO's valued customers to together build our businesses and create value for our shareholders and all our constituents."
It is anticipated that the tender offer will commence in the next two weeks, with closing anticipated approximately 30 days thereafter. Closing is subject to customary conditions, as well as the 30% minimum condition. There is no financing contingency
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