M&A - UNIVERSAL SECURITY INSTRUMENTS INC

Form Type: 10-Q

Filing Date: 2025-02-14

Corporate Action: Acquisition

Type: Update

Accession Number: 000141057825000141

Filing Summary: On February 14, 2025, Universal Security Instruments, Inc. provided an update regarding its ongoing acquisition involving an Asset Purchase Agreement with Feit Electric Company, Inc. This agreement involves the acquisition of certain inventory and non-tangible assets from Universal Security Instruments, which constitutes substantially all of its assets. The closing of this transaction is contingent upon the satisfaction of customary closing conditions, including stockholder approval. A special meeting of shareholders was called on January 23, 2025, to approve the transaction, but was adjourned until March 6, 2025, due to insufficient votes. If the transaction is not approved, the company is contemplating delisting its shares from the NYSE and halting compliance with federal reporting requirements, which would significantly limit shareholder access to information and affect the trading of its shares. The report also discusses the company's financial situation, noting a net loss of $801,867 for the nine months ending December 31, 2024, and highlights uncertainties regarding its ability to sustain operations beyond one year due to chronic financial strain and limited capital resources.

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Form Type: DEFA14A

Filing Date: 2025-02-03

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925008484

Filing Summary: Universal Security Instruments, Inc. (USI) is soliciting votes from shareholders for the sale of its assets to Feit Electric, which could result in a cash distribution ranging from $2.51 to $2.58 per share. This represents an 83% to 88% premium over the closing price on October 29, 2024. The company's Board of Directors is advocating for votes in favor of the asset sale, a subsequent plan of dissolution, and a charter amendment. A deadline of March 6, 2025, has been set for votes, with significant implications for the company, including potential share price decline and the risk of delisting from the NYSE if the required votes are not met. The proxy advisory firm ISS has recommended voting in favor of the proposals. Shareholders have multiple options to cast their votes, including by phone, online, through mailed proxy cards, or in person at the special meeting.

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