According to the Complaint, Zagg Inc ("ZAGG" or the "Company") designs, manufactures, and distributes mobile tech accessories for smartphones, tablets, smartwatches, and other mobile technology in the United States, Europe, and internationally.
On December 11, 2020, Zagg issued a press release announcing the Proposed Transaction, wherein the Board of Directors of Zagg would sell the Company to Zephyr Parent, Inc. (“Parent”), and Zephyr Merger Sub, Inc. (“Merger Sub,” and collectively with Parent, “Evercel”) in a proposed all cash transaction valued at approximately $132.8 million.
The terms of the Proposed Transaction were memorialized in a December 11, 2020, filing with the Securities and Exchange Commission on Form 8-K, attaching the definitive Agreement and Plan of Merger (the “Merger Agreement”). Under the terms of the Merger Agreement, Evercel will acquire all of the outstanding shares of ZAGG’s common stock at a price up to $4.45 per share in cash. ZAGG stockholders will receive $4.20 per share in cash upon closing and a Contingent Value Right (“CVR”) of up to $0.25 per share, to be paid if the Company’s Paycheck Protection Program Loan (the “PPP Loan”) is forgiven and any audit related thereto is satisfactorily completed. As a result, ZAGG will become an indirect wholly-owned subsidiary of Parent, a subsidiary of Evercel.
On January 7, 2020, ZAGG filed a Preliminary Proxy Statement on Form PREM14A (the “Preliminary Proxy”) with the SEC in support of the Proposed Transaction. The Complaint alleges that the Preliminary Proxy is materially deficient, deprives ZAGG’s stockholders of the information they need to make an intelligent, informed and rational decision of whether to vote their shares in favor of the Proposed Transaction, and is thus in breach of the Defendants' fiduciary duties.