CalAmp Corp. (NASDAQ:CAMP) and LoJack Corporation (NASDAQ:LOJN) announced that CalAmp’s wholly-owned subsidiary, Lexus Acquisition Sub, Inc., has successfully completed its tender offer for the outstanding shares of the common stock of LoJack at a price of $6.45 per share, net to the seller in cash, without interest and less any applicable withholding taxes.
The tender offer expired at 12:00 midnight (Eastern time) on Monday, March 14, 2016 (one minute after 11:59 P.M., Eastern time, on Monday, March 14, 2016). Computershare Trust Company, N.A., the depositary for the tender offer, has advised Purchaser that a total of 14,925,959 shares of LoJack common stock were validly tendered and not withdrawn in the tender offer (excluding 75,907 shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantees). Such shares, when combined with the 850,100 shares of LoJack common stock currently owned by Purchaser, represent approximately 80.2% of the issued and outstanding shares of LoJack common stock on a fully-diluted basis, and the condition to the Offer that at least two-thirds (66 2/3%) of the total number of outstanding shares on a fully diluted basis be validly tendered and not withdrawn prior to the expiration of the tender offer has been satisfied. Accordingly, all shares that were validly tendered and not withdrawn have been accepted for payment, and CalAmp is promptly paying for all such tendered shares in accordance with the terms of the tender offer.
To allow remaining LoJack stockholders the opportunity to tender their shares, CalAmp and LoJack have also announced the commencement of a subsequent offer period beginning today, March 15, 2016. The subsequent offer period will expire at 12:00 midnight (Eastern time) on Thursday, March 17, 2016 (one minute after 11:59 P.M., Eastern Time, on Thursday, March 17, 2016).
Upon successful completion of the subsequent offer period, stockholders of LoJack who validly tender their shares during the subsequent offer period will receive the same $6.45 per share, net to the seller in cash, without interest and less any applicable withholding taxes, that was paid to stockholders who tendered their shares during the initial offer period. Procedures for tendering shares during the subsequent offer period are the same as during the initial offer period with two exceptions: (i) shares cannot be delivered by the guaranteed delivery procedure; and (ii) pursuant to Rule 14d-7(a)(2) under the Securities Exchange Act of 1934, as amended, shares validly tendered during the subsequent offer period will be accepted for payment on a daily, “as tendered” basis and, accordingly, may not be withdrawn.
If, following expiration of the subsequent offering period, Purchaser owns more than 90% of the issued and outstanding shares of LoJack common stock, in accordance with the Agreement and Plan of Merger entered into by and among CalAmp, Purchaser and LoJack on February 1, 2016 (the “Merger Agreement”), Purchaser will consummate a short-form merger of Purchaser with and into LoJack without the vote of LoJack’s stockholders pursuant to Section 11.05 of the Massachusetts Business Corporation Act.
Pursuant to the Merger Agreement, LoJack has granted Purchaser an irrevocable option (the “Top-Up Option”), exercisable within one business day following the expiration of a subsequent offering period, to purchase from LoJack, with certain limitations, the number of shares of LoJack common stock necessary for Purchaser to complete a short-form merger with LoJack. Purchaser plans to exercise the Top-Up Option in accordance with the Merger Agreement if, following expiration of the subsequent offering period, Purchaser owns at least 82.2% but less than 90% of the issued and outstanding shares of LoJack common stock.
Upon completion of the merger, LoJack will become a wholly-owned subsidiary of CalAmp. In the merger, each share of LoJack common stock that was not validly tendered in the tender offer (other than shares held by CalAmp or Purchaser, or by any stockholders of LoJack properly exercise their appraisal rights, if applicable) will be cancelled and converted into the right to receive the same $6.45 per share, net to the seller in cash, without interest and less any applicable withholding taxes, that was paid in the tender offer. In addition, the parties anticipate that the common stock of LoJack will cease to be traded on the NASDAQ Global Select Market following completion of the merger. (Original Source)
Shares of Calamp closed yesterday at $18.60, up $0.35 or 1.92%. CAMP has a 1-year high of $21.82 and a 1-year low of $14.01. The stock’s 50-day moving average is $17.50 and its 200-day moving average is $18.17.
On the ratings front, Calamp has been the subject of a number of recent research reports. In a report issued on February 28, Canaccord Genuity analyst Michael Walkley reiterated a Buy rating on CAMP, with a price target of $29, which implies an upside of 55.9% from current levels. Separately, on December 7, Chardan’s Marc Estigarribia initiated coverage with a Buy rating on the stock and has a price target of $24.
According to TipRanks.com, which ranks over 7,500 financial analysts and bloggers to gauge the performance of their past recommendations, Michael Walkley and Marc Estigarribia have a total average return of 13.8% and -4.4% respectively. Walkley has a success rate of 58.5% and is ranked #21 out of 3726 analysts, while Estigarribia has a success rate of 40.0% and is ranked #2836.
CalAmp Corp provides wireless communications solutions applications to customers. Its business activities are organized into its Wireless DataCom and Satellite business segments.