By Lisa Kerner
Charlotte, N.C., July 31 - Zones, Inc. chairman and chief executive officer Firoz Lalji will acquire the company for $8.65 per share in cash, under the terms of a definitive merger agreement announced on Thursday.
The per-share offer price is a 59% premium over Zones' closing price of $5.44 on July 30, according to a Zones news release.
Lalji beneficially owns approximately 54% of the outstanding shares of Zones.
Zones noted its board of directors approved the agreement on the unanimous recommendation of its special committee.
The agreement caps Zones Acquisition Corp.'s total liability in the event the merger is terminated at $1.5 million, it was reported in a form 8-K filed with the Securities and Exchange Commission.
"After a significant amount of time and effort spent on shareholder value initiatives, we believe this transaction provides the greatest certainty for achieving the highest value for the company's minority shareholders," William C. Keiper, chairman of the special committee, said in the release.
Zones expects the transaction to close in the fourth quarter of 2008, subject to shareholder approval.
The acquisition is not conditioned on financing.
Cascadia Capital, LLC and Houlihan Lokey Howard & Zukin Financial Advisors, Inc. are advising the special committee.
Zones is a single-source direct marketing reseller of name-brand information technology products. The company is located in Auburn, Wash.
| Acquirer: | Firoz Lalji
|
| Target: | Zones, Inc.
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| Announcement date: | July 31
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| Price per share: | $8.65
|
| Termination fee: | Up to $1.5 million
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| Expected closing: | Fourth quarter of 2008
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| Stock price for target: | Nasdaq: ZONS: $5.44 on July 30
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