HONG KONG and EMERYVILLE,
Calif., Feb. 5, 2016 /PRNewswire/ -- VTech
Holdings Limited (VTech, HKSE: 303), a global leader in
electronic learning products and cordless telephones, and LeapFrog
Enterprises, Inc (LeapFrog, NYSE: LF), a leading developer of
educational entertainment for children, today announced that
the two companies have entered into a merger agreement whereby
VTech will acquire LeapFrog.
VTech plans to acquire 100% of the outstanding common stock of
LeapFrog through an all cash tender offer followed by a second-step
merger. In the tender offer, VTech will offer LeapFrog investors
US$1.00 per share for LeapFrog's
Class A and Class B shares, which represents a 75.4% premium over
the closing price of LeapFrog's Class A shares on 4 February 2016. The total purchase consideration
amounts to approximately US$72
million. VTech will fund the tender offer through internal
resources.
The tender offer is expected to commence on or about
3 March 2016, and will be open for a
minimum of 20 business days. The closing of the transaction is
subject to satisfaction of certain conditions set forth in the
merger agreement, which has been unanimously approved by the Boards
of Directors of both companies. LeapFrog's Board has agreed to
unanimously recommend to its stockholders that they tender their
shares of LeapFrog common stock pursuant to the tender offer.
"We are delighted to have the LeapFrog brand joining VTech,
bringing together two of the great names in children's learning and
entertainment," said Allan Wong,
Chairman and Group CEO of VTech Holdings Limited. "VTech has been a
pioneer in the electronic learning toy category for 35 years. The
acquisition will allow us to offer the broadest portfolio of
products that enhance the education and development of children
across the world, while bringing them fun and joy."
"We believe this is a terrific opportunity for our employees,
customers, and shareholders," said Bill
Chiasson, the Chairman of LeapFrog's Board of Directors.
"The acquisition and future investment by VTech will be
instrumental to helping the LeapFrog brand achieve the mission of
helping each child achieve their potential. Importantly, too, this
transaction also rewards our shareholders with a significant
premium from recent trading levels."
About LeapFrog
LeapFrog Enterprises, Inc. is the leader in innovative solutions
that encourage a child's curiosity and love of learning throughout
their early developmental journey. For 20 years, LeapFrog has
helped children expand their knowledge and imagination through
award-winning products that combine state-of-the-art educational
expertise led by the LeapFrog Learning Team, innovative technology,
and engaging play – turning playtime into quality time. LeapFrog's
proprietary learning tablets and ground-breaking developmental
games, learn to read and write systems, interactive learning toys
and more are designed to create personalized experiences that
encourage, excite and build confidence in children. LeapFrog is
based in Emeryville, California,
and was founded in 1995 by a father who revolutionized
technology-based learning solutions to help his child learn how to
read. Learn more at www.leapfrog.com.
About VTech
VTech is the global leader in electronic learning products from
infancy to preschool and the world's largest manufacturer of
cordless phones. It also provides highly sought-after contract
manufacturing services. Founded in 1976, VTech has been a pioneer
in the electronic learning toy category with cutting-edge and
innovative products that provide fun and learning to children
across the world. By leveraging decades of success, VTech provides
a diverse collection of telecommunication products that elevate the
consumer experience with state-of-the-art technology and design.
The Group is also one of the world's leading electronic
manufacturing service providers, offering world-class, full turnkey
services to customers in a number of product categories. The
Group's mission is to design, manufacture and supply innovative and
high quality products in a manner that minimizes any impact on the
environment, while creating sustainable value for its stakeholders
and the community. For more information, please visit
www.vtech.com.
Statement on Cautionary Factors
Any statements made in this communication that are not
statements of historical fact including, but not limited to,
statements about VTech's and LeapFrog's beliefs and expectations
and statements about VTech's proposed acquisition of LeapFrog, are
forward-looking statements and should be evaluated as such.
Forward-looking statements include, but are not limited to,
statements that may relate to VTech's and LeapFrog's plans,
objectives, strategies, goals, future events, the timing and
success of the tender offer and other information that is not
historical information. Factors that may materially affect
such forward-looking statements include: VTech's ability to
successfully complete the tender offer for LeapFrog's shares or
realize the anticipated benefits of the transaction; and the
failure of any of the conditions to VTech's tender offer to be
satisfied.
VTech and LeapFrog do not undertake, and specifically disclaim,
any obligation or responsibility to update or amend any of the
information above except as otherwise required by law.
Important Additional Information
The tender offer for the outstanding shares of common stock of
LeapFrog has not yet commenced. This communication is for
informational purposes only and is neither an offer to purchase nor
a solicitation of an offer to sell shares of LeapFrog common
stock. The solicitation and the offer to purchase shares of
LeapFrog common stock will be made pursuant to an offer to purchase
and related materials that VTech and certain of its affiliates
intend to file with the U.S. Securities and Exchange Commission
(the "SEC").
At the time the tender offer is commenced, VTech and certain of
its affiliates will file a tender offer statement on Schedule TO
with the SEC, and LeapFrog will file a solicitation/recommendation
statement on Schedule 14D-9 with respect to the Offer. The tender
offer statement (including an offer to purchase, a related letter
of transmittal and other offer documents) and the
solicitation/recommendation statement will contain important
information that should be read carefully and considered before any
decision is made with respect to the tender offer. Both the tender
offer statement and the solicitation/recommendation statement will
be mailed to LeapFrog stockholders free of charge. A free copy of
the tender offer statement and the solicitation/recommendation
statement will be available to all LeapFrog stockholders from a
depository to be announced once the tender offer commences.
The tender offer statement and solicitation/recommendation
statement (including all documents filed with the SEC) are free by
accessing the SEC's website at www.sec.gov.
BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER,
LEAPFROG STOCKHOLDERS ARE ADVISED TO READ AND CONSIDER CAREFULLY
THE SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, A RELATED LETTER
OF TRANSMITTAL AND OTHER OFFER DOCUMENTS), THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, EACH AS
MAY BE AMENDED AND SUPPLEMENTED FROM TIME TO TIME, AND OTHER
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND ITS PARTIES.
For media inquiries, please contact:
VTech Holdings
Limited
|
LeapFrog Enterprises,
Inc.
|
Grace Pang, Head of
Corporate Marketing
|
Katie Zeiser, Public
Relations
|
+852 26801703
|
(510)
420-5331
|
grace_pang@vtech.com
|
kzeiser@leapfrog.com
|
For investor inquiries, please contact:
VTech Holdings
Limited
|
LeapFrog Enterprises,
Inc.
|
Grace Pang, Head of
Corporate Marketing
|
Nancy Lee, Investor
Relations
|
+852 26801703
|
(510)
420-5150
|
grace_pang@vtech.com
|
ir@leapfrog.com
|
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SOURCE VTech; LeapFrog