Gentex Corp Files 8-K for Material Agreement

TL;DR

GNTX signed a big deal, details to come.

AI Summary

Gentex Corporation (GNTX) filed an 8-K on December 17, 2024, reporting the entry into a material definitive agreement. The filing also includes other events and financial statements/exhibits. Specific details of the agreement, including parties involved and financial terms, are not provided in this excerpt.

Why It Matters

This filing indicates a significant new contract or partnership for Gentex, which could impact its future revenue and operations.

Risk Assessment

Risk Level: medium — The filing signals a material event, but the lack of specific details about the agreement introduces uncertainty.

Key Players & Entities

• Gentex Corporation (company) — Registrant
• GNTX (company) — Ticker Symbol

FAQ

Key Financial Figures

• $0.06 — ich registered Common Stock, par value $0.06 per share GNTX NASDAQ Global Select Mar
• $7.50 — be converted into the right to receive $7.50 in cash, without interest, less any req
• $7.5 million — Merger Agreement. A termination fee of $7.5 million would be payable to Gentex by VOXX in t

Filing Documents

• gntx-20241217.htm (8-K) — 57KB
• a8k12182024-exhibit21.htm (EX-2.1) — 636KB
• a8k12182024-exhibit101.htm (EX-10.1) — 102KB
• exhibit99112182024.htm (EX-99.1) — 22KB
• gentex-black.jpg (GRAPHIC) — 155KB
• 0000355811-24-000051.txt ( ) — 1287KB
• gntx-20241217.xsd (EX-101.SCH) — 2KB
• gntx-20241217_lab.xml (EX-101.LAB) — 21KB
• gntx-20241217_pre.xml (EX-101.PRE) — 12KB
• gntx-20241217_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 17, 2024, Gentex Corporation, a Michigan corporation (" Gentex "), and Instrument Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Gentex (" Merger Sub "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") with VOXX International Corporation, a Delaware corporation (" VOXX "). Merger On the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into VOXX (the "Merger"), with VOXX continuing as the surviving corporation and a wholly owned subsidiary of Gentex. Merger Consideration The Merger Agreement provides that, upon completion of the Merger, each share of Class A common stock and Class B common Stock of VOXX (other than dissenting shares and common stock of VOXX owned by a Gentex, Merger Sub or VOXX, or any subsidiary thereof to be cancelled in accordance with the Merger Agreement) will be converted into the right to receive $7.50 in cash, without interest, less any required withholding taxes (the " Per Share Merger Consideration "). Closing Conditions The respective obligations of Gentex, Merger Sub and VOXX to consummate the Merger are subject to the satisfaction or waiver of certain customary conditions, including (i) the approval of the Merger Agreement by the VOXX stockholders, (ii) receipt of certain regulatory approvals, including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the absence of any legal prohibitions against the Merger by a governmental authority of competent jurisdiction, (iv) the accuracy of the representations and warranties of the parties set forth in the Merger Agreement, (v) no "Company Material Adverse Effect" (as defined in the Merger Agreement) having occurred since the signing of the Merger Agreement, and (vi) other customary conditions specified in the Merger Agreement. Representations and Warranties; Covenants The Merger Agreement contains cust

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . 2.1 * Agreement and Plan of Merger, dated as of December 17, 2024, by and among Gentex Corporation, Instrument Merger Sub, Inc. and VOXX International Corporation 10.1 Voting and Support Agreement, dated as of December 17, 2024, by and among Gentex Corporation, [Instrument Merger Sub, Inc.], Shalvoxx A Holdco LLC, Shalvoxx B Holdco LLC, Ari M. Shalam, David Shalam and Marc Shalam 99.1 Press release of Gentex Corporation, dated December 18, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * The exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request. Additional Information Regarding the Merger and Where to Find It In connection with the proposed transaction, VOXX intends to file a preliminary proxy statement on Schedule 14A with the SEC and Gentex, VOXX and Merger Sub intent to jointly file a transaction statement on Schedule 13E-3. VOXX'S STOCKHOLDERS ARE ENCOURAGED TO READ THE PRELIMINARY PROXY STATEMENT, SCHEDULE 13E-3 AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. The final proxy statement and Schedule 13E-3 will be mailed to stockholders of VOXX. Investors and security holders will be able to obtain the documents free of charge at the SEC's website, www.sec.gov, or from VOXX at its investor relations website (https://investors.voxxintl.com/) or by contacting VOXX'S Investor Relations at (917) 887-8434 or gweiner@gwecco.com. This communication may be deemed to be solicitation material in respect of the proposed merger contemplated by the Merger Agreement. Certain Information Regarding Participants in the Solicitation Gentex, VOXX, their respective directors and certain of their respective executive officers and employees may be considered particip

View Full Filing

View this 8-K filing on SEC EDGAR