- The Bsquare acquisition expands Kontron's IoT offering by
adding extensive software capabilities, and enables Kontron to more
effectively market its European software solutions in North
America.
SEATTLE and LINZ, Austria, Oct. 11,
2023 /PRNewswire/ -- Kontron America,
Incorporated ("Kontron"), a global leader in IoT Technology, and
Bsquare Corporation (Nasdaq: BSQR) ("Bsquare"), an expert in
developing and deploying software technologies for the makers and
operators of connected devices, today jointly announced the
execution of a definitive merger agreement by which Kontron will
acquire Bsquare. Under the terms of the agreement, Kontron will
commence a tender offer for all outstanding shares of Bsquare for
$1.90 per share of common stock in
an all-cash transaction, representing an implied equity
value of approximately $38 million.
Commenting on the transaction, Hannes
Niederhauser, Kontron CEO, said: "The acquisition of Bsquare
is an important step to strengthen our software development,
marketing, and integration in North
America. We expect strong synergies in cross-selling with
our San Diego-based subsidiary.
The Bsquare SquareOne product will be a good extension to our
susietec® software family."
Ralph C. Derrickson, Bsquare's
President and CEO added: "Bsquare's business will combine naturally
with Kontron's IoT hardware products and services to create a more
complete solution for our customers. The acquisition provides
liquidity for Bsquare shareholders while providing scale and
efficiency for the business."
Transaction Details
Under the terms of the merger agreement, which has been approved
unanimously by the board of directors of both companies, a
wholly-owned subsidiary of Kontron will commence a tender offer to
acquire all outstanding shares of Bsquare for $1.90 per share of common stock in cash, for a
total equity value of approximately $38 million. The offer
price represents a 62% premium to the trailing 52-week volume
weighted average of Bsquare's closing stock prices as of
October 10, 2023.
In connection with the execution of the merger agreement,
certain of Bsquare's shareholders, as well as each director and
executive officer, holding approximately 17% in the aggregate of
Bsquare's outstanding shares, entered into an agreement on
substantially similar terms in which they agreed to tender all of
their Bsquare shares in the tender offer.
The closing of the transaction will be subject to customary
conditions, including the expiration or termination of certain
regulatory periods and the tender of at
least two-thirds of Bsquare's outstanding common stock in
the tender offer. Upon the successful completion of the tender
offer, Kontron would acquire any untendered shares of Bsquare's
common stock through a second-step merger effected for the same per
common share consideration. The transaction is expected to close
later in 2023.
After closing, Bsquare will become a privately held company, and
shares of Bsquare common stock will no longer be listed on any
public market.
Advisors
Barnes & Thornburg LLP serves as Kontron's legal
advisor.
Telegraph Hill BD LLC, the broker-dealer subsidiary of Telegraph
Hill Advisors, LLC, is acting as financial advisor to Bsquare. DLA
Piper LLP (US) serves as Bsquare's legal advisor.
About Kontron
Kontron AG (www.kontron.com, ISIN AT0000A0E9W5, WKN A0X9EJ, KTN)
is a leading IoT technology company. For more than 20 years,
Kontron has been supporting companies from a wide range of
industries to achieve their business goals with intelligent
solutions. From automated industrial operations, smarter and safer
transport to advanced communications, medical and energy solutions,
the company delivers technologies that add value for its customers.
Kontron is listed on the SDAX® and
TecDAX® of the German Stock Exchange and has around
4,500 employees with subsidiaries in more than 20 countries around
the world.
About Bsquare
Bsquare helps companies build connected products that
participate intelligently in their own security, deployment,
operation, and management, allowing its customers to realize the
full potential of a connected world. Bsquare has extensive
experience designing with Windows, Linux, Android, and other
embedded operating systems and now operates IoT networks ranging in
size from 50,000 to more than 1 million devices for its customers.
Bsquare's technology is powering devices that help people be
productive, enhance quality of life, and preserve the resources of
our planet. Bsquare serves a global customer base from offices
in Seattle, WA, and the United Kingdom. For more
information, visit www.bsquare.com.
Important Information for Investors and Security
Holders
The tender offer for all the outstanding common stock of Bsquare
referred to in this press release has not yet commenced. The
description contained in this press release is neither an offer to
purchase nor a solicitation of an offer to sell any securities, nor
is it a substitute for the tender offer materials that Bsquare or
Kontron will file with the U.S. Securities and Exchange Commission
(the "SEC"). The solicitation and offer to buy the common stock of
Bsquare will only be made pursuant to an offer to purchase and
related tender offer materials. At the time the tender offer is
commenced, Kontron will file a tender offer statement on Schedule
TO, and thereafter Bsquare will file a solicitation/recommendation
statement on Schedule 14D-9 with the SEC. THE TENDER
OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER
OF TRANSMITTAL, AND CERTAIN OTHER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. ANY
HOLDERS OF SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING TENDERING THEIR SHARES. The offer to purchase, the
related letter of transmittal, and the solicitation/recommendation
statement will be available for free at the SEC's website at
www.sec.gov. Free copies of the offer to purchase, the related
letter of transmittal, and certain other offering documents will be
made available by Kontron and, when available, may be obtained by
directing a request to the information agent for the tender offer
that will be named in the Schedule TO and related offer documents.
Copies of the documents filed with the SEC by Bsquare will be
available free of charge on Bsquare's internet website at
www.bsquare.com or by contacting Bsquare's Investor Relations
Department at 425-519-5900.
In addition to the offer to purchase, the related letter of
transmittal and certain other tender offer documents filed by
Kontron, as well as the solicitation/recommendation statement filed
by Bsquare will be filed with the SEC. Bsquare will also file
periodic and current reports with the SEC. You may read and copy
any reports or other information filed by Kontron or Bsquare at the
SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 for further information on the public
reference room. Bsquare's filings with the SEC are also available
to the public from commercial document-retrieval services and at
the website maintained by the SEC at http://www.sec.gov.
Forward Looking Statements
This press release contains statements that constitute "forward
looking statements," including statements that express the
opinions, expectations, beliefs, plans, objectives, assumptions, or
projections regarding future events or future results, including
statements regarding the proposed acquisition of Bsquare by Kontron
(the "Proposed Acquisition"), in contrast with statements that
reflect historical facts. In some cases, you can identify such
forward-looking statements by terminology such as "anticipate,"
"intend," "believe," "estimate," "plan," "seek," "project," or
"expect," "may," "will," "would," "could," "potential," "intend,"
or "should," the negative of these terms or similar expressions.
Forward-looking statements are based on management's current
beliefs and assumptions and on information currently available to
Kontron and Bsquare. However, these forward-looking statements are
not a guarantee of performance, and you should not place undue
reliance on such statements.
Forward-looking statements are subject to many risks,
uncertainties and other variable circumstances, including, but not
limited to, the ability of the parties to satisfy the closing
conditions for the Proposed Acquisition on a timely basis or at
all, including statements about the expected timetable for
completing the Proposed Acquisition; uncertainties as to how many
of Bsquare's shareholders will tender their shares in the offer;
the possibility that competing offers will be made; the occurrence
of events that may give rise to a right of one or both of Kontron
and Bsquare to terminate the merger agreement; negative effects of
the announcement of the Proposed Acquisition on the market price of
Bsquare's common stock and/or on its business, financial condition,
results of operations and financial performance; the effects of the
Proposed Acquisition (or the announcement thereof) on Bsquare's
ability to retain and hire qualified professional staff and talent,
including technical, sales and management personnel; Bsquare's
ability to execute its development initiatives and sales and
marketing strategies; the extent to which Bsquare is successful in
gaining new long-term customers and retaining existing ones;
whether Bsquare is able to maintain its favorable relationship with
Microsoft as a systems integrator and distributor; Bsquare's
success in leveraging strategic partnering initiatives with
companies such as Microsoft, AWS and Intel; the ongoing impact of
COVID-19 and recovery related challenges on its business and on its
customers and vendors; the possibility that a governmental entity
may prohibit, delay or refuse to grant approval for the
consummation of the Proposed Acquisition; and competition for
clients and the increased bargaining power of Bsquare's clients.
Such risks and uncertainties may cause the statements to be
inaccurate and readers are cautioned not to place undue reliance on
such statements. Many of these risks are outside of the control of
Kontron and Bsquare and could cause actual results to differ
materially. The forward-looking statements included in this filing
are made only as of the date hereof. Kontron and Bsquare do not
undertake, and specifically decline, any obligation to update any
such statements or to publicly announce the results of any
revisions to any such statements to reflect future events or
developments, except as required by law.
A further description of risks and uncertainties relating to
Bsquare can be found in Bsquare's Annual Report on Form 10-K for
the fiscal year ended December 31,
2022, as filed with the SEC, and in other documents filed
from time to time with the SEC by Bsquare and available at
www.sec.gov and www.bsquare.com.
Contact
Bsquare
Cheryl A. Wynne, CFO
Bsquare Corporation
investorrelations@bsquare.com
Kontron AG – Communications
Alexandra Kentros
Tel: +49 151 151 9388 1
group-pr@kontron.com
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SOURCE Bsquare