Lantronix, Inc. entered into a definitive arrangement agreement to acquire Intrinsyc Technologies Corporation for CAD 34 million ($27 million).
The transaction is subject to approval of court, certain third-party, stock exchange approvals and approval of 662/3% of the votes cast by the holders of Intrinsyc's common shares. The transaction has been unanimously approved by the board of directors of Lantronix and Intrinsyc and the Special Committee unanimously recommended to the Intrinsyc Board that the Arrangement Agreement be approved. Intrinsyc Board recommend that Intrinsyc Shareholders vote in favour of the Arrangement. Directors and executive officers of Intrinsyc holding in aggregate approximately 14.5% of the issued and outstanding Common Shares of Intrinsyc have entered into voting and support agreements with Lantronix, pursuant to which they have agreed to vote their shares in favour of the Arrangement. Intrinsyc's Board established a special committee of independent directors and Daniel Marks, Chairman of the Special Committee of the Board of Directors of Intrinsyc. Intrinsyc Shareholders will receive a management information circular for a special meeting to be held to approve the transaction. The special meeting of the Intrinsyc Shareholders expected to be held in December 2019. As of December 30, 2019, the transaction was approved by the shareholders of Intrinsyc Technologies Corporation. Supreme Court of British Columbia granted a final order on January 8, 2020 approving the transaction. The transaction is expected to be completed by the end of 2019 or shortly thereafter. As per filing on November 12, 2019, the transaction is expected to close in January 2020. The Transaction will be immediately accretive.
TD Securities acted as exclusive financial advisor and fairness opinion provider, and Denise Nawata of Farris LLP acted as legal advisor to Special Committee of Intrinsyc. Warren T. Lazarow of O'Melveny & Meyers LLP and Owen Bird Law Corp. acted as legal advisors to Lantronix.