Monomoy Capital Partners To Acquire Cobra Electronics Corporation
CHICAGO, Aug. 28, 2014
CHICAGO, Aug. 28, 2014 /PRNewswire/ --Cobra Electronics Corporation (NASDAQ:
COBR), a leading global designer and marketer of mobile communications and
navigation products, and Monomoy Capital Partners II, L.P. ("Monomoy") a New
York private equity fund focused on value investing and business improvement,
announced today that Cobra Electronics and entities affiliated with Monomoy
have executed a definitive merger agreement pursuant to which an affiliate of
Monomoy will acquire all of the outstanding shares of common stock of Cobra
Electronics at $4.30 per share in cash.
Under the terms of the agreement, an affiliate of Monomoy will commence a
tender offer to purchase all outstanding shares of common stock of Cobra
Electronics at a price of $4.30 per share in cash within ten business days.
The offer is conditioned on, among other things, the tender of a majority of
the outstanding shares of Cobra Electronics' common stock, calculated on a
fully diluted basis. The merger agreement provides that, promptly after the
closing of the tender offer, any shares not tendered in the tender offer
(other than shares for which appraisal is properly sought under applicable
law) will be acquired in a second-step merger at the same cash price as paid
in the tender offer.
Directors and officers of Cobra Electronics holding approximately 2.6% of
Cobra Electronics' outstanding shares of common stock, on a fully diluted
basis, have executed support agreements pursuant to which each of them will
tender their shares in the tender offer.
"This transaction will deliver to Cobra Electronics' shareholders certainty of
value and liquidity in the form of a cash payment immediately upon closing,"
said Jim Bazet, Chairman and Chief Executive Officer of Cobra Electronics.
"We are excited to work with Monomoy as this transaction marks the next stage
in the evolution of the Cobra brand."
"We are thrilled to add Cobra's market leading products to the Monomoy
portfolio," said Justin Hillenbrand, Co-CEO of Monomoy. "We look forward to
working with Cobra's team members, suppliers and customers for many years to
In addition to the minimum tender condition, the transaction is subject to
other customary closing conditions. The transaction is expected to close in
the fourth quarter of this year. William Blair & Co., LLC acted as financial
advisor, and Sidley Austin LLP acted as legal advisor, to Cobra Electronics.
Houlihan Lokey acted as financial advisor, and Kirkland & Ellis, LLP acted as
legal advisor, to Monomoy Capital Partners.
About Cobra Electronics
Cobra Electronics is a leading global designer and marketer of communication
and navigation products, with a track record of delivering innovative and
award-winning products. Building upon its leadership position in the GMRS/FRS
two-way radio, radar detector and Citizens Band radio industries, Cobra
identified new growth opportunities and has aggressively expanded into the
marine market and has expanded its European operations. The Consumer
Electronics Association, Forbes and Deloitte & Touche have all recognized
Cobra for the company's innovation and industry leadership. To learn more
about Cobra Electronics, please visit the Cobra site at www.cobra.com.
About Monomoy Capital Partners
Monomoy Capital Partners is a private equity firm with $700 million in
committed capital that makes controlling investment in middle market
businesses in the manufacturing, distribution, consumer product and
foodservice sectors. Over the past five years, Monomoy has closed 43 middle
market acquisitions. Its portfolio companies generate over $1.2 billion in
combined sales and employ more than 6,000 people across four continents.
Monomoy implements customized business improvement programs at its portfolio
companies that reduce operating expenses, increase profitability and support
profitable growth. Please visit www.mcpfunds.com for a detailed description
of Monomoy and its portfolio companies.
This release contains forward-looking statements. These statements are based
on management's current expectations and are subject to risks and
uncertainties. Actual results may differ materially from these expectations
due to factors such as the acceptance of Cobra's new and existing products by
customers, the continued success of Cobra's cost containment efforts and the
continuation of key distribution channel relationships. Please refer to
Cobra's filings with the Securities and Exchange Commission, including its
Annual Report on Form 10-K, for a more detailed discussion of factors that may
affect Cobra's performance.
Important Additional Information
This press release is not a recommendation, an offer to purchase or a
solicitation of an offer to sell shares of common stock of Cobra Electronics
Corporation (the "Company"). The tender offer (the "Offer") described in this
press release for all of the outstanding shares of common stock of the Company
has not yet commenced. Upon commencement of the Offer, Venom Electronics
Holdings, Inc. will file a Tender Offer Statement on Schedule TO (including an
Offer to Purchase, Letter of Transmittal and related tender offer documents,
the "Tender Offer Documents") with the Securities and Exchange Commission (the
"SEC"). Following commencement of the Offer, the Company will file with the
SEC a solicitation/recommendation statement on Schedule 14D-9 (the "Schedule
14D-9"). Before making any investment decision, Investors and shareholders of
the Company are strongly advised to read the Tender Offer Documents, the
Schedule 14D-9 and other relevant materials when they become available,
because they will contain important information.
Investors and shareholders of the Company can obtain copies of these materials
(and all other related documents filed with the SEC) when available, at no
charge on the SEC's website at www.sec.gov. Copies of the Schedule 14D-9 and
other documents filed by the Company with the SEC will be available at no
charge under the heading "SEC Filings" in the "Investor Relations" portion of
the Company's website, www.cobra.com.
SOURCE Cobra Electronics Corporation
Contact: Investor Contact: Jim Bazet, Chairman and CEO, Cobra Electronics
Corporation, 773-804-6265, firstname.lastname@example.org; Media Contact: Chris Doyle,
Annual Reports, Inc., 317-736-8838, email@example.com
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