20-20 Technologies Inc. (TWT.TO) said Monday it has agreed to by acquired by an affiliate of private equity firm Vector Capital Corp. for $4.00 in cash per share, representing an equity value of about $77 million.
The offer price represents a 28% premium over the closing share price on April 3, 2012, the last trading day before the strategic review process was publicly announced.
The transaction has been unanimously approved by the Board of 20-20 Technologies (with Jean Mignault, as an interested director, abstaining).
All of the directors and senior officers of 20-20 Technologies, Mignault Holding Inc., Société Financière Bourgie Inc., Desjardins Venture Capital L.P., and Capital Régional et Coopératif Desjardins, holding, collectively, about 43% of the outstanding shares, have agreed to vote in favour of the deal.
Further, Mignault , founder and executive chairman of the Board, has agreed to sell, through Mignault Holding Inc., about 80% of his interest in the Corporation for the cash consideration pursuant to the arrangement.
Mignault will also receive an equity interest of up to 9.9% in the acquiring company for the remaining 20% of his interest, and will continue as Board member.
The Agreement provides for the payment of a termination fee to Vector in the amount of $3 million and expense reimbursement in the amount of $720,000 (which shall be fully credited against any termination fee payable by 20-20), and for the payment of a reverse termination fee to 20-20 Technologies in the amount of $4.5 million, under certain circumstances.
The transaction will also be subject to certain other customary conditions described in the Agreement.
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