Skullcandy to be acquired by Incipio for $5.75 per shareStaff writer ▼ | June 24, 2016
Skullcandy and Incipio jointly announced that they have entered into a definitive merger agreement pursuant to which Incipio has agreed to acquire Skullcandy.
Acquisition A 49% premium over the 90-day price
The purchase price represents approximately a 29% premium over Skullcandy’s closing share price on June 22, 2016, and approximately a 49% premium over the 90-day, volume-weighted average price.
Excluding Skullcandy’s cash, cash equivalents and short-term investments of $46 million as of March 31, 2016, the enterprise value of $131 million represents a 59% premium over the enterprise value on June 22, 2016.
Under the terms of the definitive merger agreement, an affiliate of Incipio will commence a cash tender offer to acquire Skullcandy’s outstanding shares of common stock for $5.75 per share, net to each holder in cash.
Following receipt of required regulatory approvals and the satisfaction of other customary closing conditions, and after such time as all shares tendered in the tender offer are accepted for payment, the definitive merger agreement provides for the parties to effect, as promptly as practicable, a merger which would result in all shares not tendered in the tender offer being converted into the right to receive $5.75 per share in cash.
The transaction has been approved by Skullcandy’s and Incipio’s boards of directors and is expected to close in the third quarter of 2016.
The definitive merger agreement provides for a “go-shop” period until July 23, 2016, during which time Skullcandy’s board of directors, together with its financial and legal advisors, may actively solicit alternative proposals from third parties to acquire Skullcandy. ■