VOXX INTERNATIONAL CORPORATION (NASDAQ:VOXX) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01Completion of Acquisition or Disposition of Assets.
On August 31, 2017, VOXX International Corporation, ("Voxx" or "the Company”) closed the previously announced sale of Hirschmann Car Communications GmbH and its worldwide subsidiaries (collectively, "Hirschmann") to a Sale and Purchase Agreement, dated as of June 25, 2017 (the "Sale and Purchase Agreement") with a subsidiary of TE Connectivity Ltd. (the "Purchaser"). The consideration received by the Company was approximately 149.0 million Euro, or $170.0 million based on the terms of the sale and forward contracts at an average U.S. dollar exchange rate of 1.14. The purchase price is subject to adjustment based upon the final working capital.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Sale and Purchase Agreement, a copy of which will be filed as an exhibit to Voxx's Form 10-Q for the Company's second fiscal quarter ended August 31, 2017.
In connection with the closing, the Company is filing herewith certain pro forma financial information related to the sale of Hirschmann, which is attached hereto as Exhibit 99.1.
Item 8.01Other Events.
On August 31, 2017, the Company issued a press release announcing that it had closed the sale of Hirschmann. A copy of the press release is furnished as Exhibit 99.2 to this current report.
The information furnished under Item 8.01, including Exhibit 99.2, shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The unaudited Pro Forma Financial Statements of the Company reflecting the closing of the sale of Hirschmann are filed as Exhibit 99.1 to this current report on Form 8-K.
i.Unaudited Pro Forma Condensed Consolidated Balance Sheet as of May 31, 2017
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ii. |
Unaudited Pro Forma Consolidated Statement of Operations and Comprehensive Income for the three months ended May 31, 2017 |
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Unaudited Pro Forma Consolidated Statement of Operations and Comprehensive Income (Loss) for the year ended February 28, 2017 |
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Unaudited Pro Forma Consolidated Statement of Operations and Comprehensive Loss for the year ended February 29, 2016 |
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v. |
Unaudited Pro Forma Consolidated Statement of Operations and Comprehensive Loss for the year ended February 28, 2015 |
(d) Exhibits
EXHIBIT INDEX
VOXX International Corp ExhibitEX-99.1 2 ex991unauditedproformafina.htm EXHIBIT 99.1 Exhibit Exhibit 99.1VOXX INTERNATIONAL CORPORATIONUNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTSOn August 31,…To view the full exhibit click here
About VOXX INTERNATIONAL CORPORATION (NASDAQ:VOXX)
VOXX International Corporation is an international manufacturer and distributor in the automotive, audio and consumer accessories industries. The Company’s segments include Automotive, Premium Audio and Consumer Accessories. The Automotive segment designs, manufactures, distributes and markets rear-seat entertainment devices, satellite radio products, remote start systems, digital television tuners, mobile antennas, mobile multimedia devices, car link-smartphone telematics application, collision avoidance systems and others. The Premium Audio segment designs, manufactures, distributes and markets home theater systems, outdoor speakers, iPod/computer speakers, business music systems, cinema speakers, flat panel speakers, Bluetooth speakers and others. The Consumer Accessories segment designs and markets remote controls, rechargeable battery packs, wireless and Bluetooth speakers, Singtrix karaoke products, 360 Fly Action Cameras, personal sound amplifiers and others.