San Diego-based InfoSonics Corp., which manufactures wireless handsets and tablets, said on July 26 that it plans to acquire Cooltech Holding Corp., an Apple reseller in Latin America. InfoSonics (Nasdaq: IFON) said Cooltech will become a wholly owned subsidiary of InfoSonics in exchange for 62.5 million shares of InfoSonics common stock.
InfoSonics (Nasdaq: IFON) shares closed at 61 cents on July 26, giving the deal a value of $38.1 million at the time. The transaction is expected to close in the fourth quarter of 2017.
InfoSonics also announced that Cooltech signed a deal to buy 2.5 million shares of InfoSonics stock at a price of 40 cents per share in cash and warrants exercisable into 2.5 million additional shares of InfoSonics common stock with an exercise price of 48.4 cents per share. That is a 10 percent premium to the closing bid price of InfoSonics common stock on July 24.
InfoSonics said it will use the approximately $1 million of proceeds from this private placement to cover costs associated with the merger. InfoSonics also agreed to sell investors an additional 4.375 million shares of common stock and warrants to purchase an equal number of shares under the same terms, contingent upon receipt of stockholder approval of such issuance in accordance with Nasdaq rules. The proceeds from such sale will be escrowed pending receipt of stockholder approval and the closing of the merger.