Elevate Entertainment Inc. (“Elevate”), an affiliate of Mirasol Capital, LLC, and Evans & Sutherland Computer Corporation (“E&S”), a leading producer of high-quality advanced visual display systems, have announced that they have entered into a definitive agreement for Elevate to acquire, through its acquisition subsidiary, E&S for $1.19 per share in cash. The transaction is valued at approximately $14,500,000.
Under the terms of the agreement, a subsidiary of Elevate will commence a cash tender offer to purchase all of the outstanding shares of E&S common stock for $1.19 per share. The closing of the tender offer is subject to customary closing conditions, including the tender of greater than 50% of the shares of E&S common stock on a fully diluted basis. The agreement contemplates that Elevate, through its subsidiary, will acquire any shares of E&S that are not tendered into the offer through a second-step merger, which will be completed as soon as practicable following the closing of the tender offer. It is expected that the transaction will close during the first quarter of 2020, subject to customary closing conditions.
The boards of directors of Elevate and E&S have each unanimously approved the transaction. Contemporaneously with entering into the merger agreement, certain shareholders of E&S holding in the aggregate approximately 51.1% of the outstanding shares of E&S, executed tender and support agreements pursuant to which they agreed to tender their shares in and vote in favor of the transaction.
E&S, together with its wholly owned subsidiary, Spitz, Inc., produces high-quality advanced visual display systems used primarily in full-dome video projection applications, dome projection screens, dome architectural treatments and unique content for planetariums, schools, science centers and other educational institutions and entertainment venues. Spitz has over 70 years of experience as a leading supplier of planetarium systems, dome projection screens and other dome displays, while E&S supplies premier total system solutions for its digital theater markets as well as customized domes and other unique geometric structures in the architectural market.
“Evans & Sutherland is a global leader in the advanced display industry with a rich computer graphics, engineering, and technology driven-legacy” commented Jeb Terry, CEO of Elevate and Managing Director of Mirasol Capital. “We look forward to promptly closing this transaction and supporting the Evans & Sutherland team as we build on the company’s proud history and service their clients around the world.”
“On behalf of the board of directors of Evans & Sutherland, we are grateful for the support of the company’s shareholders over many years and are pleased that they will receive the per share price offered by Elevate,” said Jonathan Shaw, CEO of E&S. “The company is extremely excited about this opportunity which allows us to enter into a new chapter extending our long history as a leader in visual display products. This will serve to provide exciting new opportunities and assure that our current and future customers will continue to have the best products available.”
Weil Gotshal & Manges, LLP served as Elevate’s legal counsel. Boenning & Scattergood, Inc. served as financial advisor and rendered a fairness opinion to the board of directors of E&S and Durham Jones & Pinegar, P.C. served as E&S’s legal counsel.