Meade Instruments Corp. Announces Merger Agreement; to be Acquired by Jinghua
Optics & Electronics
IRVINE, Calif., May 17, 2013 (GLOBE NEWSWIRE) -- Meade Instruments Corp.
(Nasdaq:MEAD) ("Meade"), (est. 1972) one of the world's largest designers and
manufacturers of telescopes and accessories for amateur astronomers, and
Jinghua Optics & Electronics Co., Ltd. ("JOC") announced today that Meade and
JOC's wholly-owned subsidiary, JOC North America LLC ("JOCNA") and JOCNA's
wholly-owned merger subsidiary, have signed a definitive merger agreement for
JOCNA to acquire all of the outstanding shares of Meade for approximately $4.5
million or $3.45 per share. The acquisition will be paid with cash and is
expected to be completed by the end of July 2013, subject to shareholder
JOC (est. 1997) with manufacturing facilities in Guangzhou and Kunming, China,
is also the parent company of Explore Scientific, LLC (USA) and Meade
Instruments Europe GmbH & Co. KG (Germany). As a leader in Asia's
optoelectronic field, JOC manufactures a full range of precision astronomical
telescopes, binoculars, spotting scopes, digital microscopes, lens modules for
digital cameras and mobile phones, digital night vision, laser rangefinders,
and optical engines for micro projectors.
Meade Instruments Europe GmbH & Co. KG ("Meade Europe"), which is also
supporting the acquisition financially, was established in 1957. Meade Europe
was a subsidiary of Meade Instruments Corp. from 1999 until 2009, when it was
acquired by JOC, former owner Rolf Bresser and its General Manager Helmut
Ebbert. Meade Europe continued, and will continue, to be a distributor for
MEADE^® and CORONADO^® products in much of Europe.
Founded in 2008, Explore Scientific LLC ("Explore Scientific") began designing
new telescopes and high-end eyepieces, including the world's widest apparent
field eyepiece in its 120° Series Waterproof Eyepiece.In 2009, Explore
Scientific became the exclusive distributor of BRESSER^® products throughout
Steve Murdock, CEO of Meade remarked: "We believe that this transaction is in
the best interests of our stockholders and that Meade's legacy will be in good
hands going forward.We have a long relationship with both JOC and Meade
Europe—Meade's former subsidiary and longstanding European distributor which
Meade sold to JOC in January 2009, as well as with Scott Roberts, currently
President of Explore Scientific LLC, previously one of Meade's Vice Presidents
until 2007.This is a very exciting time for Meade as we believe that the
combined companies will be better equipped to deal with today's competitive
consumer optics environment and will continue to provide customers with
innovative products, cutting-edge technology and outstanding optical quality.
He Jian, JOC's CEO remarked: "As a long-time supplier to Meade, we are honored
that the Board of Directors has accepted our proposal.We believe this
acquisition will give our family of companies even stronger capabilities and
will allow us to expand our offering of research-quality astronomical optical
products and the service required for a demanding clientele."
Helmut Ebbert, Managing Partner of Meade Europe said: "We are very pleased
with this engagement, and we believe this synergy will provide continuity and
a promising future for the Meade brand worldwide."
"I am especially pleased with this global reunion with Meade.I believe it
will give us a rare opportunity in our industry to combine the best of what
all of our companies have to offer," stated Scott Roberts, President of
Explore Scientific LLC, which will manage operations of Meade after the
Additional Information about the Transaction
In connection with the proposed transaction, Meade will file a proxy statement
and other relevant documents concerning the proposed transaction with the
Securities and Exchange Commission (SEC). The definitive proxy statement and
other materials filed with the SEC will contain important information
regarding the merger, including, among other things, the recommendation of
Meade's board of directors with respect to the merger. STOCKHOLDERS ARE URGED
TO READ THE PROXY STATEMENT AND OTHER MATERIALS THAT MEADE FILES WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE MERGER AND RELATED MATTERS. You will be able to obtain the proxy
statement, as well as other filings containing information about Meade and the
merger, free of charge, at the website maintained by the SEC at www.sec.gov.
Copies of the proxy statement and other filings made by Meade with the SEC can
also be obtained, free of charge, by directing a request to Meade Instruments
Corp., 27 Hubble, Irvine, California 92618, Attention: Corporate Secretary.
Participants in the Solicitation
The directors and executive officers of Meade and other persons may be deemed
to be participants in the solicitation of proxies in respect of the proposed
transaction. Information regarding Meade's directors (namely, Steven Murdock,
Timothy McQuay, Mark Peterson and Frederick Schneider) and executive officers
is available in its Annual Report on Form 10-K filed with the SEC on May 29,
2012 and its Definitive Proxy Statement on Schedule 14A filed with the SEC on
June 8, 2012. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the proxy statement and
other relevant materials to be filed with the SEC when they become available.
Investors should read the proxy statement carefully when it becomes available
before making any voting or investment decisions.
Cautionary Statement Regarding Forward-looking Statements
This press release contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. One can
identify these forward-looking statements by the use of the words such as
"expect," "anticipate," "plan," "may," "will," "estimate" or other similar
expressions. Because such statements apply to future events, they are subject
to risks and uncertainties that could cause the actual results to differ
materially. Actual results and trends may differ materially from what is
forecast in forward-looking statements due to a variety of factors, including,
without limitation: the ability to obtain, if any, regulatory approvals of the
acquisition on the proposed terms and schedule; the failure of Meade's
stockholders to approve the acquisition; the risk that the acquisition may not
be completed in the time frame expected by the parties or at all; the parties'
ability to satisfy the closing conditions and consummate the transactions; and
Meade's ability to maintain its existing relationships with its employees,
customers and suppliers. Additional information regarding factors that may
affect future results are described in Meade's filings with the SEC,
including, without limitation, Annual Reports on Form 10-K and Quarterly
Reports on Form 10-Q.
All forward-looking statements speak only as of the date they were made.
Neither Meade nor JOC, JOCNA, Explore Scientific, Meade Europe nor any of the
named representatives thereof undertake any obligation to update or publicly
release any revisions to any forward-looking statements to reflect events,
circumstances or changes in expectations after the date of the press release.
CONTACT: John Elwood, CFO
Irvine, CA 92618
Phone: (949) 451-1450
Fax: (949) 451-1460
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