As part of their ongoing evaluation of the Companys business, members of the
Companys senior management and the Board, respectively, periodically review and assess the Companys operations and financial performance and industry conditions that may impact the Companys long-term strategic goals and plans, and
potential opportunities for business combinations, acquisitions and other financial and strategic alternatives.
On November 21,
2017, Mr. Anders Gustafsson, Parents Chief Executive Officer, telephoned Mr. Thomas Pickens, the Chairman of the Board, to convey Parents interest in entering into potential acquisition discussions with the Company.
Mr. Pickens indicated to Mr. Gustafsson that he would convey Parents interest to the Board.
On November 30, 2017,
Mr. Pickens called Mr. Gustafsson to convey that, following consultations with the Board, the Company was currently occupied with effecting necessary internal structuring changes and would consider engaging in such discussions upon
completion thereof.
On January 17, 2018, Mr. Pickens and Mr. Gustafsson had a telephone call to discuss the parties
preparedness to explore Parents interest in acquiring the Company.
On January 18, 2018, the Company received a draft
non-disclosure agreement from Parent and a request for a presentation of the Company and model for cost savings that could be achieved if part of a larger organization. Over the next several days, the Companys outside counsel, Sheppard,
Mullin, Richter & Hampton LLP (
Sheppard Mullin
), negotiated the terms of the NDA with Zebra.
On
January 31, 2018, the NDA was finalized and executed by the Company and Parent.
On February 7 and 8, 2018, representatives of
Parent and of PJT Partners LP, Parents financial advisor, and PwC LLP, Parents accounting advisor, met with Mr. Pickens and Mr. Tom Wilkinson, the Companys Chief Executive Officer, for dinner and an overview presentation
of the Company to help inform Parents view on valuation, including an overview on potential synergies.
On February 16, 2018,
Mr. Michael Cho, Parents Senior Vice President, Corporate Development, called Mr. Pickens to inform him that Parent would be sending an indicative offer letter reflecting Parents proposed terms for an acquisition. Shortly after
the call, a non-binding indicative offer letter was delivered to Mr. Pickens via e-mail proposing an aggregate purchase price of $66 million to acquire 100% of the outstanding shares of the Company on a cash-free, debt-free basis.
On February 19, 2018, Mr. Pickens called Mr. Gustafsson and conveyed that the offer was too low and that he had expected an
offer in the range of $125 million.
On February 21, 2018, Mr. Pickens, Mr. Wilkinson and Mr. Cho conducted a
teleconference to discuss the indication of interest and to clarify its terms ahead of a presentation regarding the offer to the Board. After distributing the offer letter, Mr. Pickens discussed the indication of interest with Board members
individually and, on February 22, 2018, received instructions, formally documented in a unanimous written consent on February 23, 2018, to reject this offer as inadequate and to continue to pursue a higher and better offer from Parent.
Later on February 22, 2018, Mr. Pickens sent an email to Mr. Gustafsson in which he communicated that the offer had been
considered and rejected by the Board. Mr. Pickens added that the Board was not interested in further discussions with Parent unless Parent employed a different valuation method in determining its offer for the Company.
On February 27, 2018, Mr. Gustafsson delivered a response letter via e-mail to Mr. Pickens outlining Parents approach on
valuation, reiterating Parents interest in the Company, and conveying a willingness potentially to increase its valuation if supported by additional due diligence.
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