Stockholders Approve SMTC Corporation’s Definitive Merger Agreement and Investment by H.I.G. Capital
01 April 2021 - 7:05AM
SMTC Corporation (Nasdaq:SMTX) (“SMTC” or the “Company”), a global
electronics manufacturing services provider and past winner of
Frost & Sullivan’s Best Practices Award for Customer Value
Leadership in the Electronics Manufacturing Services Industry,
today announced that its stockholders at its special meeting held
earlier today voted to adopt the previously announced definitive
merger agreement, pursuant to which an affiliate of H.I.G. Capital,
LLC (“H.I.G.”) would complete its investment in SMTC. The proposed
merger is expected to close the week of April 5, 2021, subject to
customary closing conditions set forth in the merger agreement,
which was filed as an exhibit to, and discussed in detail in, the
definitive proxy statement on Schedule 14A filed with the
Securities and Exchange Commission (“SEC”) by the Company on
February 18, 2021, as supplemented by the supplemental disclosures
filed with the SEC by the Company on February 25, 2021.
About SMTC
SMTC Corporation was founded in 1985 and acquired MC Assembly
Holdings, Inc. in November 2018. SMTC has more than 50
manufacturing and assembly lines in the United States and Mexico,
which creates a powerful low-to-medium volume, high-mix, end-to-end
global electronics manufacturing services (EMS) provider. With
local support and expanded manufacturing capabilities globally,
including fully integrated contract manufacturing services with a
focus on global original equipment manufacturers and emerging
technology companies, including those in the Avionics, Aerospace
and Defense, Industrial IoT, Power and Clean Technology, Medical
and Safety, Retail and Payment Systems, Semiconductors, Telecom,
Networking and Communications, and Test and Measurement industries.
As a mid-size provider of end-to-end EMS, SMTC provides printed
circuit board assembly production, systems integration and
comprehensive testing services, enclosure fabrication, as well as
product design, and sustaining engineering and supply chain
management services. SMTC services extend over the entire
electronic product life cycle from the development and introduction
of new products through to the growth, maturity and end-of-life
phases. For further information on SMTC Corporation, please visit
our website at www.SMTC.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, including statements regarding the proposed merger, the
ability to consummate the proposed merger and the timing of the
closing of the merger. Forward-looking statements are indicated by
words or phrases such as “guidance,” “believes,” “expects,”
“intends,” “forecasts,” “can,” “could,” “may,” “anticipates,”
“estimates,” “plans,” “projects,” “seeks,” “should,” “targets,”
“will,” “would,” “outlook,” “continuing,” “ongoing,” and similar
words or phrases and the negative of such words and phrases, and
specifically include the timing of the closing the merger, if at
all. Forward-looking statements are based on the Company’s current
plans and expectations and involve risks and uncertainties which
are, in many instances, beyond the Company’s control, and which
could cause actual results to differ materially from those included
in or contemplated or implied by the forward-looking statements.
Actual results could differ materially from those contained in any
forward-looking statement as a result of various factors,
including, without limitation: (1) the conditions to the closing of
the proposed merger may not be satisfied and required regulatory
approvals may not be obtained; (2) the proposed merger may involve
unexpected costs, liabilities or delays, including the payment of a
termination fee to H.I.G. by the Company; (3) the business of the
Company may suffer as a result of uncertainty surrounding the
proposed merger; (4) the effect of the announcement or pendency of
the proposed merger on the Company’s business relationships,
including with customers and suppliers; (5) the outcome of any
legal proceedings related to the proposed merger; (6) the failure
by H.I.G’s affiliate to obtain the necessary debt and equity
financing arrangements set forth in the commitment letters received
in connection with the proposed merger; and (7) other risks to
consummation of the proposed merger, including the risk that the
proposed merger will not be completed within the expected time
period or at all, which may adversely affect the Company’s business
and the price of the Company’s common stock.
The foregoing review of important factors that could cause
actual results to differ from expectations should not be construed
as exhaustive and should be read in conjunction with the
information contained in the Company’s SEC filings, including, but
not limited to, the risk factors included in the Company’s filings
with the SEC, including the Company’s Annual Report on Form 10-K
for the year ended January 3, 2021, filed with the SEC on March 17,
2021. No assurance can be given that these are all of the factors
that could cause actual results to vary materially from the
forward-looking statements.
Except as required by applicable law, the Company does not
intend, and assumes no obligation, to update any forward-looking
statements. The Company’s stockholders are advised, however, to
consult any future disclosures the Company makes on related
subjects as may be detailed in the Company’s other filings made
from time to time with the SEC.
SMTC Corporation Investor Relations Contact
Peter SeltzbergManaging DirectorDarrow Associates,
Inc.516-419-9915pseltzberg@darrowir.com
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