M&A - VOXX International Corp

Form Type: 15-12G

Filing Date: 2025-04-11

Corporate Action: Merger

Type: New

Accession Number: 000110465925034032

Filing Summary: On April 1, 2025, VOXX International Corporation completed a merger where Instrument Merger Sub, Inc., a subsidiary of Gentex Corporation, merged into VOXX International Corporation, making VOXX a wholly owned subsidiary of Gentex. This marks the termination of VOXX's registration under Section 12(g) of the Securities Exchange Act of 1934 and the cessation of its duty to file reports under certain sections of the Act.

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Form Type: 8-K

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000110465925030414

Filing Summary: On April 1, 2025, VOXX International Corporation completed a merger with Gentex Corporation, where Instrument Merger Sub, Inc., a subsidiary of Gentex, merged with VOXX, with VOXX continuing as the surviving entity. As a result of the merger, VOXX became a wholly owned subsidiary of Gentex. Preceding the effective merger, all outstanding shares of VOXX's Class A and B Common Stock were canceled and converted into cash payments of $7.50 per share. Additionally, all restricted stock units automatically vested and were converted into cash payments. Following the merger, VOXX requested delisting from The Nasdaq and intends to cease its reporting obligations under the Exchange Act. Changes in the board of directors took place as part of the merger, and amendments to the corporate governance documents were made accordingly.

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Form Type: POS AM

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000110465925030420

Filing Summary: On April 1, 2025, VOXX International Corporation completed a merger with Gentex Corporation and its wholly owned subsidiary, Instrument Merger Sub, Inc. As a result of the merger, VOXX International Corporation became a wholly owned subsidiary of Gentex. This filing serves as a post-effective amendment to deregister any unsold or unissued securities from previous registration statements filed with the SEC, in compliance with the requirements of the Securities Act of 1933, as all offerings have been terminated following the merger.

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Form Type: POS AM

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000110465925030422

Filing Summary: On April 1, 2025, VOXX International Corporation filed a Post-Effective Amendment related to its Registration Statements on Form S-3. This amendment deregisters all unsold or unissued securities specified in these earlier filings. Notably, on the same date, a merger occurred where Gentex Corporation and its subsidiary Instrument Merger Sub, Inc. merged with VOXX International, resulting in VOXX becoming a wholly owned subsidiary of Gentex. Consequently, all offerings of securities under the previously filed Registration Statements have been terminated due to the merger.

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Form Type: POS AM

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000110465925030423

Filing Summary: On April 1, 2025, VOXX International Corporation completed a merger with Gentex Corporation, with Gentex's wholly-owned subsidiary, Instrument Merger Sub, Inc., merging with and into VOXX. Following the merger, VOXX continues as the surviving corporation and becomes a wholly owned subsidiary of Gentex. This document serves as a post-effective amendment to deregister unsold securities from several prior registration statements as offerings have been terminated due to the merger. Specifically, the registration statements involved were Nos. 333-91455, 333-26983, 333-00811, and 33-53519, which were originally filed with the SEC over various years. The merger agreement was executed on December 17, 2024. Following the merger, all securities that remained unsold as of the merger date are hereby deregistered.

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Form Type: POS AM

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000110465925030424

Filing Summary: On April 1, 2025, VOXX International Corporation completed a merger with Gentex Corporation, where Gentex's wholly owned subsidiary merged with VOXX, resulting in VOXX becoming a wholly owned subsidiary of Gentex. This document also serves as a Post-Effective Amendment to multiple Registration Statements on Form S-3, deregistering any unsold securities related to these filings due to the completion of the merger. Consequently, all securities offerings registered under the referenced Registration Statements have been terminated.

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Form Type: S-8 POS

Filing Date: 2025-04-01

Corporate Action: Merger

Type: Update

Accession Number: 000110465925030427

Filing Summary: On April 1, 2025, VOXX International Corporation filed a Post-Effective Amendment to deregister unsold securities under multiple Registration Statements on Form S-8 due to a merger with Gentex Corporation. Following the merger, the Company became a wholly owned subsidiary of Gentex, and all offerings of securities registered pursuant to the Registration Statements were terminated. The document details the registration statements involved, including their original filing dates and the number of shares pertaining to the equity incentive plans. The filing certifies that the registrant meets the requirements for Form S-8.

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Form Type: S-8 POS

Filing Date: 2025-04-01

Corporate Action: Merger

Type: Update

Accession Number: 000110465925030429

Filing Summary: On April 1, 2025, VOXX International Corporation executed a merger with Gentex Corporation and its wholly owned subsidiary Instrument Merger Sub, Inc. This merger resulted in VOXX becoming a wholly owned subsidiary of Gentex. Consequently, the company is filing a post-effective amendment to deregister any unsold or unissued securities under previous Registration Statements on Form S-8, including those dating back to filings in 1987 and 1993, as well as recent plans for 2012 and 2024 equity incentives. The document certifies compliance with the regulations for filing such amendments, emphasizing the removal of any securities that remain unsold or unissued as of the merger date.

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Form Type: SC 13E3/A

Filing Date: 2025-04-01

Corporate Action: Merger

Type: Update

Accession Number: 000110465925030416

Filing Summary: On April 1, 2025, VOXX International Corporation was merged with Instrument Merger Sub, Inc., a wholly owned subsidiary of Gentex Corporation, with VOXX continuing as a wholly owned subsidiary of Gentex. The merger was approved by stockholders at a Special Meeting on March 31, 2025, where they voted to adopt the Merger Agreement and approve the associated transactions. The merger resulted in the cancellation of outstanding shares of Company Common Stock, which were converted at a rate of $7.50 per share into cash. Shares of Class A Common Stock ceased to trade on Nasdaq and are set to be delisted. The Company has requested the SEC to file a Form 25 regarding the delisting and is planning to terminate its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act.

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Form Type: 8-K

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000110465925029926

Filing Summary: On March 31, 2025, VOXX International Corporation held a special meeting of its stockholders to vote on proposals related to the Merger Agreement with Gentex Corporation and Instrument Merger Sub, Inc. The Merger Agreement was approved with a total of 38,648,710 votes in favor, representing a significant majority of the voting power of outstanding shares. The meeting also addressed a Compensation Proposal, which received 36,302,392 votes in favor, and an Adjournment Proposal that did not require approval since the Merger Agreement Proposal was already approved. The votes reflected robust participation, with approximately 90.6% of voting power present, and three key proposals received requisite support for approval.

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Form Type: 8-K

Filing Date: 2025-03-21

Corporate Action: Merger

Type: Update

Accession Number: 000110465925026639

Filing Summary: On March 21, 2025, VOXX International Corporation reported a significant update regarding its proposed merger with Gentex Corporation. The merger agreement was originally established on December 17, 2024, where Gentex's wholly owned subsidiary, Instrument Merger Sub, Inc., will merge into VOXX, making VOXX a wholly owned subsidiary of Gentex. A definitive proxy statement related to this merger was filed with the SEC on March 3, 2025, with a special meeting for stockholders scheduled for March 31, 2025. Concurrently, VOXX received 15 demand letters from stockholders alleging deficiencies in the disclosures of the proxy statement. In response, the company plans to voluntarily supplement the disclosures without admitting any liability, asserting that it believes the claims are immaterial. The document outlines updates on various sections of the definitive proxy statement, including the establishment of a Transaction Committee to mitigate conflicts of interest, provided financial analysis from Solomon Partners regarding the valuation of the company, and changes to employment agreements for executive officers post-merger.

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Form Type: DEFA14A

Filing Date: 2025-03-21

Corporate Action: Merger

Type: Update

Accession Number: 000110465925026649

Filing Summary: Voxx International Corporation entered into a Merger Agreement with Gentex Corporation and Instrument Merger Sub, Inc., wherein Merger Sub will merge with and into Voxx, making Voxx a wholly owned subsidiary of Gentex. A definitive proxy statement has been filed for a Special Meeting of Stockholders scheduled for March 31, 2025, to discuss the merger. The company has received 15 demand letters alleging that prior proxy-statement disclosures were deficient and demands for supplemental disclosures were made. Voxx maintains that the disclosures comply fully with regulations. Voxx will voluntarily provide additional information to avoid litigation risks. The document includes detailed disclosures regarding the transaction's background, decisions made by a Transaction Committee, and potential financial implications of the merger.

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Form Type: PRER14A

Filing Date: 2025-02-20

Corporate Action: Merger

Type: New

Accession Number: 000110465925015692

Filing Summary: VOXX International Corporation is holding a special meeting for stockholders to approve a merger agreement with Gentex Corporation and its wholly owned subsidiary, Instrument Merger Sub, Inc. The merger entails Merger Sub merging with VOXX, with VOXX surviving as a subsidiary of Gentex. Each share of VOXX's Class A and Class B Common Stock will be cancelled and converted into $7.50 in cash per share. The transaction is classified as a 'going-private transaction'. Important to note, Gentex holds approximately 15.1% of VOXX's voting power and the approval requires a majority of votes from shareholders not associated with Gentex. Stockholders are also being asked to approve executive compensation arrangements related to the merger and a proposal to potentially adjourn the meeting if necessary to obtain more votes. The Board of Directors, along with an independent Transaction Committee, recommends voting in favor of all proposals related to the merger due to the determined fairness and advisability for stockholders not affiliated with Gentex.

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Form Type: SC 13E3/A

Filing Date: 2025-02-20

Corporate Action: Merger

Type: Update

Accession Number: 000110465925015696

Filing Summary: This document is an amendment to Schedule 13E-3 and relates to the merger of VOXX International Corporation with Gentex Corporation and its wholly owned subsidiary, Instrument Merger Sub, Inc. (Merger Sub). The merger agreement, which was executed on December 17, 2024, stipulates that upon completion, all shares of Company Common Stock will be converted into cash at a rate of $7.50 per share. Certain shares, specifically those held by Gentex, Merger Sub, or the Company and those for which holders have exercised appraisal rights, will not be converted. The merger requires the approval of a majority of outstanding shares, specifically 66.67% of the non-affiliated shareholders. The Proxy Statement, which details the terms and rationale of the merger, is referenced extensively in this filing. The document provides the timeline for the special meeting where the stockholders will vote on the merger, along with a discussion on the financial aspects, the opinion of fairness regarding the merger and potential impacts on the shares of the company.

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Form Type: 8-K

Filing Date: 2025-02-10

Corporate Action: Merger

Type: Update

Accession Number: 000095017025016500

Filing Summary: On February 7, 2025, VOXX International Corporation announced its earnings for the three and nine months ended November 30, 2024. A significant aspect of this report includes a merger agreement with Gentex Corporation, which was reported to the SEC on December 18, 2024. The merger involves Gentex's wholly owned subsidiary, Instrument Merger Sub, Inc., merging with VOXX with the latter continuing as the surviving corporation. The waiting period for the merger under the Hart-Scott-Rodino Antitrust Improvements Act expired on February 3, 2025. A clearance letter from the German Federal Cartel Office on January 27, 2025, indicated no legal prohibitions against the merger, satisfying some conditions for closing the merger. The transaction is now awaiting approval from VOXX's stockholders along with other customary closing conditions. Shareholder materials, including a definitive proxy statement, will be filed with the SEC and presented to stockholders at a special meeting for their consideration. Additionally, the document addresses the potential risks and uncertainties relating to the merger.

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Form Type: PREM14A

Filing Date: 2025-01-27

Corporate Action: Merger

Type: New

Accession Number: 000110465925006356

Filing Summary: VOXX International Corporation is preparing for a special meeting of stockholders to vote on a proposal to approve a Merger Agreement with Gentex Corporation and Instrument Merger Sub, Inc. Under this agreement, Merger Sub will merge with VOXX, with VOXX surviving. The merger will result in each share of VOXX's Class A and Class B Common Stock being converted into the right to receive $7.50 in cash. Approval of the merger requires a majority vote from stockholders and a two-thirds vote excluding affiliates of Gentex. The company emphasizes the importance of shareholder votes, as failure to vote equates to a vote against the merger. The merger is described as a 'going-private transaction', indicating potential impacts on stockholder interests post-merger. Additionally, there will also be votes on executive compensation related to the merger and a proposal to potentially adjourn the meeting for additional proxies if needed. Stakeholders are encouraged to review the accompanying proxy statement for further details.

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Form Type: SC 13E3

Filing Date: 2025-01-27

Corporate Action: Merger

Type: New

Accession Number: 000110465925006364

Filing Summary: VOXX International Corporation is involved in a merger transaction pursuant to an Agreement and Plan of Merger with Gentex Corporation and Instrument Merger Sub, Inc. The transaction will result in Instrument Merger Sub merging with VOXX, making VOXX a wholly owned subsidiary of Gentex. The stakeholders of VOXX will vote on the proposal to approve the merger, which offers $7.50 per share for the class of common stock. The merger is contingent upon receiving the necessary stockholder approvals, including a majority of the voting power of all outstanding common stock and a significant percentage of non-affiliated holders. Key elements and conditions of the merger, proxy statement procedures, and implications for shareholders are discussed extensively, highlighting the regulatory considerations and potential outcomes upon completion or failure of the merger.

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Form Type: NT 10-Q

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000095017025004086

Filing Summary: VOXX International Corporation has filed a Notification of Late Filing for its Quarterly Report on Form 10-Q due to the inability to file within the prescribed time period. The Company entered into a Merger Agreement with Gentex Corporation and its subsidiary, Instrument Merger Sub, Inc., which entails a merger where VOXX will continue as a wholly owned subsidiary of Gentex. This has necessitated a review of the Company's goodwill and other intangible assets for impairment. The Company also anticipates significant changes in its operational results compared to the previous fiscal year but cannot provide estimates due to delays in financial statements preparation. Forward-looking statements regarding the Merger and potential risks have been included, highlighting uncertainties surrounding the merger's completion.

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