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Planar Systems merging with Leyard Optoelectronics

Beijing-based Leyard Optoelectronic Co. Ltd., a worldwide provider of LED display products and ancillary systems, and Beaverton, Oregon-based Planar Systems Inc., a global provider of display and digital signage technology, announced earlier this week that they have entered into a definitive merger agreement.

August 14, 2015

Beijing-based Leyard Optoelectronic Co. Ltd., a worldwide provider of LED display products and ancillary systems, and Beaverton, Oregon-based Planar Systems Inc., a global provider of display and digital signage technology, announced earlier this week that they have entered into a definitive merger agreement.

Pursuant to the merger agreement, a U.S. affiliate of Leyard will acquire all of the common stock of Planar for a purchase price of $6.58 per share. The merger values Planar's equity at approximately $156.8 million on a fully diluted basis. The transaction is subject to specified closing conditions, including approval by the shareholders of both Planar and Leyard, and antitrust and other government clearance.

The pending acquisition is intended to augment Leyard's existing range of LED display products and to enable Leyard to expand its position outside the Chinese market, the announcement said.

Planar's board of directors has unanimously approved the merger agreement and has recommended that its shareholders vote to approve the merger agreement. Planar said it expects to hold a special meeting of its shareholders to consider and act on the proposed merger in the near term. Details regarding the record date for, and the date, time and place of, the special meeting will be announced when finalized.

Leyard Chairman Victor Li said in the announcement, "We believe that Planar and Leyard complement each other and that this acquisition will create significant synergies. We intend to strongly support the continued growth of the Planar business, with standalone management, under the broader Leyard umbrella. This acquisition demonstrates Leyard's ongoing commitment to expanding its global presence. The combination of Planar's strong customer relationships, respected product offerings and history of innovation across the organization, together with Leyard's market leading position in emerging video wall technologies create inspiring solutions for customers."

Closing of the acquisition, which is subject to specified conditions, is expected to occur in the fourth calendar quarter of 2015.

"I believe this transaction represents an outstanding opportunity for our shareholders, employees and customers," Planar President and CEO Gerry Perkel said in the announcement. "The acquisition by Leyard will provide our investors with a 42 percent premium to market based on our latest closing price and a 51 percent premium based on a seven-day volume-weighted average price of Planar common stock of $4.35, and will position the Planar business for continued growth and innovation."

Planar will furnish to the Securities and Exchange Commission a Report on Form 8-K regarding the transaction, which will include the merger agreement. For details regarding the transaction those documents are available at the SEC's website at www.sec.gov, according to the announcement.

"Until the time of the close, Planar and Leyard are two separate companies. After the transaction closes, Planar will be a stand-alone company under the Leyard umbrella," Planar VP of Marketing and Product Strategy Jennifer Davis wrote in a note to reporters after the announcement. "You will continue to hear from Planar management about new product innovations, industry trends and upcoming events."

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