Meade Instruments Corp. Terminates JOC Merger Agreement, Announces Merger
Agreement With Affiliates of Ningbo Sunny Electronic Co., Ltd. for $4.21 Per
IRVINE, Calif., July 16, 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, announces
the termination of its previously announced Agreement and Plan of Merger with
JOC North America LLC and JOCNA Inc., collectively ("JOC"), which was
announced May 17, 2013, and the execution of a new Agreement and Plan of
Merger with Sunny Optics, Inc. ("SOI") and Sunny Optics Merger Sub, Inc., a
wholly-owned subsidiary of SOI, both of which are affiliates of Ningbo Sunny
Electronic Co., Ltd., collectively ("Sunny") for $4.21 per share or
approximately $5.5 million for all shares.
As required by its merger agreement with JOC, Meade paid a $250,000
termination fee to JOCNA Inc. which Meade borrowed from Sunny in connection
with the execution of their merger agreement.
Ningbo Sunny Electronic Co., Ltd. develops, makes and sells sport and outdoor
optical products, such as binoculars, telescopes, spotting scopes, riflescopes
and diverse optical components and accessories.Sunny's manufacturing facility
is located in Zhejiang, China and is equipped with first-grade, ISO9001
certified, production facilities, and advanced environmental and optical
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 and executive officers is
available in its Annual Report on Form 10-K filed with the SEC on May 30,
2013.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 Ningbo Sunny Electronic Co., Ltd. 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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