VTech will acquire 100 percent of the outstanding common stock of LeapFrog through an all-cash tender offer followed by a second-step merger. In the tender offer, VTech will offer LeapFrog investors $1.00 per share for LeapFrog’s Class A and Class B shares, which represents a 75.4 percent premium over the closing price of LeapFrog’s Class A shares on February 4, 2016. The total purchase consideration amounts to approximately $72 million. VTech will fund the tender offer through internal resources.
The tender offer will commence on or around March 3, 2016, and will be open for a minimum of 20 business days. The closing of the transaction is subject to satisfaction of certain conditions set forth in the merger agreement, which has been unanimously approved by the Boards of Directors of both companies. LeapFrog’s Board has agreed to unanimously recommend to its stockholders that they tender their shares of LeapFrog common stock pursuant to the tender offer. [Read more...]