Creation Technologies Inc. signed a definitive merger agreement and will acquire all outstanding shares of IEC Electronics Corp. for USD 15.35 per share in cash, representing a fully diluted equity value of approximately USD 173.8 million and an aggregate enterprise value of USD 242.3 million, based upon net debt of USD 68.6 million.
The transaction has been unanimously approved by the Boards of Directors of both companies, a press release states.
“IEC is excited about joining the Creation family. The transaction presents our stakeholders with immediate value while providing our customers a broader platform for continued growth,” said Jeffrey T. Schlarbaum, President and CEO of IEC.
“A combination of IEC and Creation creates a leading medium volume, high-reliability electronics manufacturer with a customer service driven culture,” said Stephen P. DeFalco, Chairman and CEO of Creation. “Furthermore, IEC and Creation’s complementary geographic footprints create a premier full-service North American supply chain for both companies’ customers.”
Under the terms of the merger agreement, Creation will commence a tender offer to acquire all of the outstanding common stock of IEC for USD 15.35 per share in cash. The tender offer is subject to customary closing conditions, including the tender of at least two-thirds of the total number of IEC’s outstanding shares and the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Following the closing of the tender offer, a wholly-owned subsidiary of Creation will merge with and into IEC, with each share of IEC common stock that has not been tendered being converted into the right to receive the same USD 15.35 per share in cash offered in the tender offer. The transaction will be financed through a committed debt financing package provided by JPMorgan Chase Bank and Citizens Bank.
The transaction is expected to close by early October 2021.
Upon completion of the transaction, IEC will become a privately-held company and shares of IEC’s common stock will no longer be listed on any public market.