Leyard Optoelectronic, a leading worldwide provider of LED display products and ancillary systems, and Planar Systems, a global leader in display and digital signage technology, announced they have entered into a definitive merger agreement, pursuant to which a U.S. affiliate of Leyard will acquire all of the common stock of Planar for a purchase price of US $6.58 per share. The merger values Planar’s equity at approximately $156.8 million on a fully diluted basis. The transaction is subject to specified closing conditions, including approval by the shareholders of both Planar and Leyard, and antitrust and other government clearance.
The pending acquisition augments Leyard’s existing range of LED display products and enables Leyard to expand its position outside the Chinese market.
Planar’s board of directors has unanimously approved the merger agreement and recommends that its shareholders vote to approve the merger agreement. Planar expects to hold a special meeting of its shareholders to consider and act upon the proposed merger as promptly as practicable. Details regarding the record date for, and the date, time and place of, the special meeting will be announced when finalized.
Victor Li, Chairman of Leyard, said, “We believe that Planar and Leyard complement each other and that this acquisition will create significant synergies. We intend to strongly support the continued growth of the Planar business, with standalone management, under the broader Leyard umbrella. This acquisition demonstrates Leyard’s ongoing commitment to expanding its global presence. The combination of Planar's strong customer relationships, respected product offerings, and history of innovation across the organization, together with Leyard's market leading position in emerging video wall technologies create inspiring solutions for customers.”
Gerry Perkel, Planar’s President and Chief Executive Officer, said, “I believe this transaction represents an outstanding opportunity for our shareholders, employees and customers. The acquisition by Leyard will provide our investors with a 42% premium to market based on our latest closing price and a 51% premium based on a seven day volume-weighted average price of Planar common stock of $4.35, and will position the Planar business for continued growth and innovation.”
Roth Capital Partners is serving as the financial advisor and Shearman & Sterling LLP is serving as the U.S. legal advisor to Leyard and BofA Merrill Lynch is serving as the financial advisor and Perkins Coie LLP is serving as U.S. the legal advisor to Planar in connection with this transaction.
Closing of the acquisition, which is subject to specified conditions, is expected to occur in the fourth calendar quarter of 2015.
Planar will furnish to the Securities and Exchange Commission a Report on Form 8-K regarding the transaction, which will include the merger agreement. All parties desiring details regarding the transaction are urged to review these documents.
This announcement is neither a solicitation of proxies, an offer to purchase nor a solicitation of an offer to sell any securities and it is not a substitute for any proxy statement or other proxy materials that may be filed or furnished with the SEC with respect to the proposed merger.
