On May 31, Gentex (GNTX) submitted a preliminary, non-binding proposal to Voxx (VOXX) that outlined certain terms on which Gentex would consider acquiring all of the outstanding shares of the company not currently owned by Gentex, according to a regulatory filing. The proposal was subject to a number of conditions, including, the negotiation and execution of definitive agreements and the approval of the transaction by shareholders of Voxx and it provided that Gentex CEO Steve Downing would recuse himself from any discussions about the proposal or alternative transactions. The proposal was reviewed by the board without the participation of Downing and Voxx subsequently advised Gentex that the board, without the participation of Downing, determined not to proceed with Gentex on the basis of the proposal at that time, but indicated that it would invite Gentex to participate in any strategic process that the board might initiate. Following Gentex’s purchase of shares in August, Gentex and Voxx entered into a customary confidentiality agreement that included, among other things, a standstill provision. Gentex this morning a 31.97% stake, equating to over 6.46M shares. On August 23, Gentex entered into stock purchase agreement with Avalon Park to acquire 3,152,500 shares of class A common stock of Voxx at a price of $5.00 per share. Voxx, which also announced this morning that its board has been conducting an exploration of strategic alternatives in connection with its ongoing effort to maximize shareholder value, is up 84% to $5.24 in early trading.
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