Intrinsyc Technologies Corporation Mails Management Information Circular to Approve Lantronix Acquisition
VANCOUVER, BRITISH COLUMBIA – December 5, 2019 — Intrinsyc Technologies Corporation (TSX: ITC and OTCQX: ISYRF) (“Intrinsyc” or the “Company”), a leading provider of solutions for the development of embedded and Internet of Things (“IoT”) products, today announced that it has mailed the management information circular (the “Circular”) and related materials for the special meeting (the “Meeting”) of the Intrinsyc shareholders (“Intrinsyc Shareholders”) to approve the plan of arrangement pursuant to which Lantronix, Inc. (NASDAQ: LTRX) (“Lantronix”), will acquire 100% of Intrinsyc’s issued and outstanding common shares (“Common Shares”) in a cash and share transaction valued at approximately US$27 million (collectively, the “Transaction”). Under the terms of the Transaction, Intrinsyc Shareholders will receive US$0.55 in cash plus 0.2135 of a Lantronix share for every Common Share held (collectively, the “Consideration”), all as more particularly described in the Circular. A copy of the Circular is available under Intrinsyc’s profile at www.sedar.com.
The Meeting is scheduled to be held at 10:00 a.m. (Vancouver time) on Monday, December 30, 2019 at the offices of Farris LLP, 700 West Georgia Street, 25th Floor, Vancouver, British Columbia. Intrinsyc Shareholders of record as of the close of business on November 18, 2019 are entitled to receive notice of and to vote at the Meeting.
The Board of Directors, after receiving the unanimous recommendation of a special committee of independent directors (the “Special Committee”) and in consultation with TD Securities Inc. and legal advisors, has determined that the Transaction is in the best interests of the Company and fair to Intrinsyc Shareholders and is recommending that Intrinsyc Shareholders vote in favour of the Transaction. TD Securities Inc. has provided a fairness opinion to the Special Committee and Board of Directors that, based upon and subject to the assumptions, qualifications and limitations contained in its opinion, as of October 30, 2019 (the day the arrangement agreement was entered into between Intrinsyc and Lantronix), the Consideration to be received by Intrinsyc Shareholders pursuant to the arrangement agreement is fair, from a financial point of view, to such Intrinsyc Shareholders.
The Circular provides important information regarding the Transaction and related matters, including voting procedures and instructions regarding proxies for registered Intrinsyc Shareholders unable to attend the Meeting in person. Intrinsyc Shareholders are urged to read the Circular and its schedules carefully and in their entirety. Completion of the Transaction is subject to the satisfaction of certain customary conditions, including approval of at least 66 2/3% of the votes cast at the Meeting and court approval. Each Intrinsyc Shareholder’s vote is important regardless of the number of Common Shares owned.
About Intrinsyc Technologies Corporation
Intrinsyc provides comprehensive product development services, as well as the industry’s highest-performance edge AI computing modules, to enable rapid commercialization of intelligent IoT products. Intrinsyc has successfully delivered over 1,400 client projects including sophisticated consumer and industrial IoT products like: robotics, connected cameras, smart displays, augmented reality, smart buildings, wearables, in-vehicle infotainment, and many others. Intrinsyc’s Open-Q™ System on Modules incorporate the industry’s most advanced processor technology from Qualcomm Technologies Inc., and help OEMs to rapidly bring industry leading products, with rich functionality and high performance, to market. Intrinsyc is publicly traded (TSX: ITC and OTCQX: ISYRF) and is headquartered in Vancouver, BC, Canada; with additional product development centers in Taipei, Taiwan, and Bangalore, India.
About Lantronix, Inc.
Lantronix, Inc. is a global provider of secure data access and management solutions for Internet of Things (IoT) assets. Lantronix’s mission is to be the leading supplier of IoT solutions that enable companies to dramatically simplify the creation, deployment, and management of IoT projects while providing secure access to data for applications and people.
With more than two decades of experience in creating robust machine to machine (M2M) technologies, Lantronix is an innovator in enabling our customers to build new business models and realize the possibilities of the Internet of Things. Lantronix’s connectivity solutions are deployed inside millions of machines serving a wide range of industries, including industrial, medical, security, transportation, retail, financial, environmental and government.
Lantronix is headquartered in Irvine, California.
For more information, visit www.lantronix.com.
This press release contains statements which, to the extent that they are not recitations of historical fact, may constitute forward-looking information under applicable Canadian securities legislation that involve risks and uncertainties. Such forward-looking statements or information may include statements regarding the Company’s future plans, objectives, delivery performance, revenues, or the company’s underlying assumptions. The words “may”, “would”, “could”, “will”, “likely”, “expect,” “anticipate,” “intend”, “plan”, “forecast”, “project”, “estimate” and “believe” or other similar words and phrases may identify forward-looking statements or information. Persons reading this press release are cautioned that such statements or information are only predictions, and that the Company’s actual future results or performance may be materially different. Some of the specific forward-looking information referred to in this press release includes, but is not limited to: the Transaction and the terms thereof; and the date on which the Meeting will be held. There can be no assurance that the proposed transaction will be completed or that it will be completed on the terms and conditions contemplated in this press release. The proposed transaction could be modified or terminated in accordance with its terms.
Forward-looking information is based on a number of key expectations and assumptions made by the Company including, without limitation: the Transaction will be completed on the terms currently contemplated; the Transaction will be completed in accordance with the timing currently expected without any undue or expected delay; all conditions to the completion to the Transaction will be satisfied or waived in due course and the Arrangement Agreement will not be terminated prior to the completion of the Transaction; and assumptions and expectations related to premiums to the trading price of Intrinsyc and Lantronix and returns to Intrinsyc Shareholders. Although the forward-looking information contained in this press release is based on what Intrinsyc’s management believes to be reasonable assumptions, Intrinsyc cannot assure investors that actual results will be consistent with such information.
Forward-looking information is provided for the purpose of presenting information about management’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking information involves significant risks and uncertainties and should not be read as guarantees of future performance or results as actual results may differ materially from those expressed or implied in such forward-looking information. Those risks and uncertainties include, among other things: the Transaction may not be completed on the terms, or in accordance with the timing, currently contemplated, or at all; the Company has incurred expenses in connection with the Transaction and will be required to pay for those expenses regardless of whether or not the Transaction is completed; and Intrinsyc and Lantronix not be successful in satisfying the conditions to the Transaction.
Additional information about risks and uncertainties are described in the Company’s reports filed on SEDAR, including its Annual Information Form and financial report for the year ended December 31, 2018. All forward-looking statements made in this press release are qualified by this cautionary statement and there can be no assurance that actual results or developments anticipated by the Company will be realized. The Company disclaims any intention or obligation to update or revise forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
For more information, please contact:
George W. Reznik, CPA-CA, CBV, CFE
Chief Financial Officer
Intrinsyc Technologies Corporation