Gentex Signs Definitive Agreement to Acquire VOXX International

Gentex Corporation, a supplier of digital vision, connected car, dimmable glass and fire protection technologies, announced that it entered into a definitive agreement and plan of merger for Gentex to acquire VOXX International Corporation in an all-cash transaction. In the announcement, Gentex says that its expertise in high volume manufacturing will benefit the Premium Audio Company business and its Klipsch, Onkyo and Integra audio brands, and will increase its business in OEM automotive audio systems. Under the terms of the agreement, Gentex will acquire all the issued and outstanding shares of VOXX common stock not already owned by Gentex for a purchase price of $7.50 per share.

The transaction is subject to approval of VOXX’s shareholders, certain regulatory approvals and other customary closing conditions, and is expected to close in the first quarter of 2025. The proposed transaction was approved by the Gentex Board of Directors and VOXX’s Board of Directors. VOXX’s Board of Directors acted on the unanimous recommendation of the Transaction Committee of the Board of Directors of VOXX, comprised entirely of directors unaffiliated with Gentex.

The acquisition of VOXX is a strategic addition to the Gentex portfolio of products. The majority of the revenue of VOXX is comprised of automotive OEM and aftermarket business, as well as the consumer electronics industry. Through the transaction, Gentex will gain full access to the EyeLock iris biometric technology, which represents a unique, extremely accurate and highly secure method of authentication, which will provide further product applications into the Gentex automotive, aerospace and medical markets. 

The acquisition will also include the Premium Audio Company, which is known as a complete premium audio solution provider in the consumer technology space and includes world renowned brands such as Klipsch, Onkyo and Integra. Gentex believes its expertise in high volume manufacturing will help the Premium Audio team to continue its expansion in the consumer technology and connected home space, through newly launched Gentex products, such as Place, and HomeLink Smart Home Solutions. 

Additionally, the Gentex sales and business development teams will further equip the Premium Audio team with additional automaker exposure to build on the early success of several OEM launches of Klipsch Reference Premiere audio systems.
  The Company expects that its annual revenue will increase in the range of $350 million to $400 million per year as a result of the acquisition. The Company plans to immediately develop and execute strategic growth plans for the acquired business units, while the Company is reviewing each business unit for strategic fit. The Company further expects that during the 18 - 24 months following the close of the transaction, it will define and execute opportunities to improve profitability of the existing business units, which will include, but is not limited to; leveraging consolidated purchasing and supply chain activities, combining ERP systems, strategically in-sourcing certain manufacturing processes of the acquired business, and removing public company costs, redundancies and other inefficiencies. 

Based on initial estimates and expectations, the Company expects an approximate pro-forma annual EBITDA contribution of $40 to $50 million as the result of the acquisition once the profitability improvement measures have been executed. In addition to the aforementioned, the Company expects to have post-closing tax benefits of approximately $15 - $20 million pertaining to tax loss and tax credit carryforwards derived from the acquisition, related to periods through VOXX’s most recently completed fiscal year, that will offset future profits according to statutory guidelines over the next 5 - 6 years.

The Company believes the acquisition of VOXX will contribute to its long-term growth and profitability strategies and create shareholder value through increasing revenue in existing and new markets, potential growth stemming from acquired technologies, significant net asset values and trapped tax losses, as well as the combined brand value and reputation of the VOXX family of brands.

Founded in 1974, Gentex Corporation (NASDAQ: GNTX) is a supplier of automatic-dimming rearview mirrors and electronics to the automotive industry, dimmable aircraft windows for aviation markets, and fire protection products to the fire protection market.
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www.gentex.com