Bildirim maddeleri
Madde 2.01
Varlık Alımı veya Satışı Tamamlandı
ÖnemliMadde 7.01
Yatırımcı Sunumu ve Bilgilendirme
Madde 9.01
Finansal Tablolar ve Ekler
Bildirim metni
Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note of this Current Report is incorporated by reference in this Item 2.01. On April 1, 2025, Gentex completed the acquisition of VOXX. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of VOXX's Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), and Class B Common Stock, par value $0.01 per share ("Class B Common Stock"and, together with the Class A Common Stock, the"VOXX Common Stock"), issued and outstanding immediately prior to the Effective Time (other than (i) shares owned by Gentex, Merger Sub, VOXX, or any of their respective subsidiaries, which were cancelled and ceased to exist, and for which no consideration was paid, and (ii) shares that were not voted in favor of the adoption of the Merger Agreement and for which the holder properly exercised appraisal rights in accordance with the Delaware General Corporation Law in respect of such shares) were cancelled and converted into the right to receive cash in the amount of $7.50 per share (the "Per Share Merger Consideration"), without interest, less any required withholding taxes. In addition, at the Effective Time, restricted stock units of VOXX ("VOXX RSUs") outstanding immediately before the Effective Time of the Merger automatically vested in full (if unvested), were cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of shares of VOXX Common Stock underlying such VOXX RSU multiplied by (ii) the Per Share Merger Consideration, less applicable withholding taxes. The foregoing description of the Merger and the Merger Agreement, and the transactions contemplated thereby, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report and incorporated herein by reference into this Item 2.01.
Item 7.01. Regulation FD Disclosure. Gentex hereby furnishes the information set forth in its news release, dated April 1, 2025, announcing the completion of the previously announced acquisition of VOXX. A copy of the news release is filed as Exhibit 99.1 to this Current Report. The information contained in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing of Gentex under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
Metin SEC EDGAR'daki resmi belgeden alındı, İngilizce aslı korundu.
Resmi belge
Gentex Corp, 8-KSEC EDGAR dosya no 000035581125000013
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