MINNEAPOLIS, MN-Telex Communications Holdings has signed a definitive merger agreement with a wholly-owned subsidiary of Robert Bosch, pursuant to which Bosch will acquire Telex for an aggregate purchase price of $420 million, including the assumption of Telex indebtedness, subject to certain post closing adjustments. The purchase price will represent per share merger consideration to stockholders equal to at least $24 per share of Telex common stock, subject to adjustments that could result in aggregate consideration to stockholders of $29 per share. The merger agreement also provides for the satisfaction and discharge of the publicly-held indebtedness of Telex and its affiliated companies. Upon closing of the merger, the surviving company's name will be Telex Communications Holdings, Inc., with headquarters remaining in Minneapolis, MN. If the merger is consummated, Telex will be assigned to and come under the leadership of the Bosch Security Systems division.
"With the acquisition of Telex, Bosch Security Systems can significantly expand its communications systems product offerings and penetrate the professional audio equipment market. The strength of the Telex distribution network will enhance our worldwide market position as a provider of comprehensive security and communications systems. At the same time, we expect to obtain a leading position in the American market," said Bosch board of management member Peter J. Marks, who bears regional responsibility for the Americas and for the Security Systems division. With some 7,800 associates, the division is represented at more than 40 locations in Europe, the Americas, and Asia Pacific.
The merger agreement has been approved by the board of directors of Telex and the Bosch board of management, and has been approved by the requisite holders of Telex voting stock, led by Jefferies Capital Partners, one of Telex's largest stockholders.
