CalAmp Announces Expiration of Subsequent Offering Period and Completion of Tender Offer for Shares of LoJack
OREANDA-NEWS. CalAmp Corp. (NASDAQ: CAMP) ("CalAmp") and LoJack Corporation (NASDAQ: LOJN) ("LoJack") announced today the expiration of the subsequent offering period of the cash tender offer by CalAmp's wholly-owned subsidiary, Lexus Acquisition Sub, Inc. ("Purchaser"), for all of the outstanding shares of common stock of LoJack at a price of $6.45 per share, net to the seller in cash, without interest and less any applicable withholding taxes.
The subsequent offering period expired at 12:00 midnight (Eastern time) on Thursday, March 17, 2016 (one minute after 11:59 P.M., Eastern time, on Thursday, March 17, 2016). Computershare Trust Company, N.A., the depositary for the tender offer, has advised Purchaser that a total of 16,148,232 shares of LoJack common stock were validly tendered and not withdrawn pursuant to the tender offer in the initial offering period and the subsequent offering period (excluding 4,120 shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantees). Such shares, when combined with the 850,100 shares of LoJack common stock currently owned by Purchaser, represent approximately 86.4% of the issued and outstanding shares of LoJack common stock on a fully-diluted basis.
Following the expiration of the subsequent offering period, in accordance with the Agreement and Plan of Merger entered into by CalAmp, Purchaser and LoJack on February 1, 2016, Purchaser exercised a top-up option to purchase a sufficient number of shares of LoJack common stock directly from LoJack to allow the parties to consummate a short-form merger of Purchaser with and into LoJack without the vote of LoJack's stockholders pursuant to Section 11.05 of the Massachusetts Business Corporation Act.
Upon completion of the merger, LoJack will become a wholly-owned subsidiary of CalAmp. In the merger, each share of LoJack common stock that was not validly tendered in the tender offer (other than shares held by CalAmp or Purchaser, or by any stockholders of LoJack who properly exercise their appraisal rights, if applicable) will be cancelled and converted into the right to receive the same $6.45 per share, net to the seller in cash, without interest and less any applicable withholding taxes, that was paid in the tender offer. In addition, the parties anticipate that the common stock of LoJack will cease to be traded on the NASDAQ Global Select Market at the close of market on March 18, 2016, following completion of the merger.
About CalAmp Corp.
CalAmp is a proven leader in providing wireless communications solutions to a broad array of vertical market applications and customers. CalAmp's extensive portfolio of intelligent communications devices, robust and scalable cloud service platform, and targeted software applications streamline otherwise complex Machine-to-Machine (M2M) deployments. These solutions enable customers to optimize their operations by collecting, monitoring and efficiently reporting business critical data and desired intelligence from high-value mobile and remote assets.
About LoJack Corporation
LoJack, the company that has helped more than nine million people protect their vehicles in the event of theft over the past 25+ years, today provides safety, security and protection for an ever-growing range of valuable assets and people. Leveraging its core strengths, including its well-known brand, direct integration with law enforcement and dealer distribution network, LoJack is expanding its business to include its traditional vehicle and equipment theft recovery, people at risk and new telematics-based products and services. LoJack is delivering new telematics-based solutions for on-road and off-road fleet management, as well as dealer inventory management. By expanding its brand beyond stolen vehicle recovery, LoJack is committed to creating a new level of value for its dealer, licensee, customer and investor communities by delivering innovative offerings and multiple technologies in expanding geographies.
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