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Subsequent Event
9 Months Ended
Nov. 30, 2024
Subsequent Events [Abstract]  
Subsequent Event

(27) Subsequent Event

On December 17, 2024, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Gentex Corporation ("Gentex"), and Instrument Merger Sub, Inc., a wholly owned subsidiary of Gentex ("Merger Sub"). On the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Gentex. In the Merger, each share of Class A Common Stock and Class B Common Stock of the Company (together, the "Company Common Stock") issued and outstanding immediately prior to the effective time of the Merger (other than (i) shares owned by Gentex, Merger Sub, the Company, or any of their respective subsidiaries, which will be cancelled and will cease to exist, and no consideration will be payable therefor, 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) will be cancelled and converted into the right to receive cash in the amount of $7.50 per share, without interest, less any required withholding taxes. Restricted stock units of the Company (“Company RSUs”) outstanding immediately before the effective time of the Merger will automatically vest in full, be cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of shares of Company Common Stock underlying such Company RSU multiplied by (ii) $7.50, less applicable withholding taxes.

The respective obligations of the Company, Gentex and Merger Sub to consummate the Merger are subject to the satisfaction or waiver of certain customary conditions, including the approval of the Merger Agreement by our stockholders, the absence of any legal prohibitions against the Merger by a governmental authority of competent jurisdiction and the accuracy of the representations and warranties of the parties set forth in the Merger Agreement, subject in most cases to “material adverse effect” qualifications. Additionally, each of the parties shall have performed in all material respects all obligations required to be performed by such party. Stockholder approval of the Merger Agreement requires approval by holders of (i) a majority of the voting power of the outstanding shares of Company Common Stock present (in person or by proxy) and (ii) at least two-thirds of the voting power of the outstanding shares of the Company Common Stock not owned by Gentex or any affiliate of Gentex.

Concurrently with the execution and delivery of the Merger Agreement, two limited liability companies affiliated with John Shalam, Chairman Emeritus of the Company's Board of Directors, and Ari Shalam, Chairman of the Company's Board of Directors, Shalvoxx A Holdco LLC and Shalvoxx B Holdco LLC, entered into a Voting and Support Agreement with Gentex (“Voting Agreement”) with respect to the shares of Company Common Stock held by such entities. Ari Shalam and certain family members of John and Ari Shalam, as stockholders, entered into the Voting Agreement with respect to shares of Company Common Stock owned of record by them. Shalvoxx A Holdco LLC, Shalvoxx B Holdco LLC, Ari Shalam and the other family members of John and Ari Shalam who are party to the Voting Agreement are hereafter referred to as the "Supporting Stockholders." In the aggregate, the Supporting Stockholders own approximately 57% of the voting power of the outstanding Company Common Stock.

The transaction is expected to close during the first six months of calendar year 2025.