SnapAV, a manufacturer and source of AV, surveillance, networking, and remote management products for professional integrators, and Control4 Corporation, a global provider of smart home solutions, have entered into a definitive merger agreement whereby SnapAV will acquire Control4 for US$680 million.
The acquisition will leverage the increased resources of the two companies to provide integrators with a one-stop shop for custom smart-home, control, and automation solutions.
Control4's Board of Directors has unanimously approved and recommended that stockholders vote in favour of the transaction. Under the terms of the agreement, SnapAV will acquire all the outstanding common stock of Control4 for US$23.91 per share in cash. The purchase price represents a premium of approximately 40% over Control4's closing price on May 8, 2019, the last trading day prior to execution of the agreement, and a premium of approximately 38% over Control4's 30-trading day weighted average share price ended on May 8, 2019. Private equity investment firm Hellman & Friedman, SnapAV's majority shareholder since 2017, will invest additional equity as part of the transaction, and be the majority shareholder of the combined company.
In merging, SnapAV and Control4 will combine their collective 1,200+ employees, interoperability and channel platform, dealer-first programs, global distribution, and financial resources.
"We have pursued the mission of making our integrators' lives easier since SnapAV was founded," says John Heyman, CEO of SnapAV. "Dealers will be able to buy leading solutions, access the best service technicians in the industry, and experience simpler installation through purchasing, support and seamless product integration.
"Over the past several years," he continues, "we have accomplished a number of goals we felt were critical to the success of integrators and the continued growth of SnapAV, including offering local delivery and pick-up through the acquisition of distribution sites around the country and expanding the suite of products available to support integrators. Merging with Control4 and its outstanding team will help us execute on our third critical goal: delivering the industry's leading automation platform that integrates with the numerous technologies and products required to create customized smart home experiences homeowners desire. Control4 offers a leading automation platform, along with key smart home solutions in the audio, video, lighting, security and networking categories. We are especially excited by the fact that both of our companies have similarly strong ‘customer first' corporate cultures centered on quality, service, and innovation, and we look forward to creating new and exciting opportunities for the teams at both Control4 and SnapAV. In sum, the two companies will be better together, with better service, better solutions and better opportunities for integrators and employees."
"We believe today's announced transaction delivers compelling and immediate value to Control4 shareholders in the form of a significant share price premium, and we are excited to have the opportunity to join with the SnapAV team," adds Martin Plaehn, chairman and CEO of Control4. "Together with SnapAV, we will be able to invest even more in innovation, bring together and build upon the very best of our combined capabilities, and do so with improved reliability, responsiveness, security, and privacy for consumers. Today's announcement will enable us to better serve the expanding smart home market, making the lives of integrators easier and their businesses more effective and efficient."
Erik Ragatz, Partner at Hellman & Friedman and chairman of the Board of Directors of SnapAV, says he believes the combination of the two companies will be "transformative in the smart home industry. "The increased resources of the combined company," he opines, "will enable it to invest more to drive innovation and deliver best-in-class features, functionality and products. This combination will also allow us to support integrators more effectively than ever before in pursuit of our joint goal of bringing the promise of the connected home to life."
More than 1,200 employees of the combined company will be led by SnapAV CEO John Heyman and an executive team made up of leaders from both SnapAV and Control4. Control4 CEO Martin Plaehn will join the Board of Directors of the combined company, helping to ensure a smooth integration of the businesses. The company will share joint headquarters in Charlotte, North Carolina, and Salt Lake City, Utah, with offices and local facilities around the globe.
As part of the agreement, Control4's Board of Directors, with the assistance of its advisors, will conduct a 30-day "go-shop" process following the date of the execution of the definitive agreement, during which it will actively initiate, solicit, encourage and evaluate alternative acquisition proposals, and potentially enter into negotiations with any parties that offer an alternative acquisition proposal. Control4 will have the right to terminate the merger agreement to accept a superior proposal, subject to the terms and conditions of the merger agreement. There can be no assurance that this "go-shop" will result in a superior proposal, and Control4 does not intend to disclose developments with respect to the solicitation process unless and until its Board of Directors makes a determination requiring further disclosure.
Subject to the go-shop, a special meeting of Control4's shareholders will be held as soon as practicable following the filing of the definitive proxy statement with the U.S. Securities and Exchange Commission ("SEC") and subsequent mailing to shareholders.
The transaction, which is expected to be completed in the second half of 2019, is subject to the satisfaction of customary closing conditions, including regulatory approvals and approval by Control4 shareholders.
Snap AV products are available in Canada through Richmond, BC-based Staub Electronics.