Steel Excel Inc. To Acquire Interest In IGO, Inc.
SCOTTSDALE, Ariz. and WHITE PLAINS, N.Y., July 11, 2013 (GLOBE NEWSWIRE) -- iGO, Inc. (Nasdaq:IGOI) (the "Company") announced today that it has entered into a definitive Stock Purchase and Sale Agreement (the "Sale Agreement") with Steel Excel Inc. (Other OTC:SXCL) ("Steel"), pursuant to which Steel will commence a cash tender offer to purchase up to 44.0% of the outstanding shares of the Company's common stock on a fully-diluted basis at a price of $3.95 per share. The offer price represents a 71.7% premium to the Company's closing stock price on the NASDAQ of $2.30 on July 10, 2013. The Sale Agreement and the transactions contemplated thereby have been unanimously approved by the boards of directors of both companies.
Steel's obligation to complete the tender offer is subject to the tender of at least 30.0% of the outstanding shares of the Company's common stock on a fully-diluted basis. If at least 30.0%, but less than 44.0%, of the outstanding shares of the Company's common stock on a fully-diluted basis are tendered in the tender offer, Steel is obligated to purchase from the Company newly issued shares of the Company's common stock at the same price as paid in the tender offer so that Steel's interest in the Company following such transaction will constitute the 44.0% threshold. Upon completion of the tender offer, Steel will be able to appoint two of the Company's four directors. Further, a new president and chief executive officer will be appointed to replace Michael D. Heil, who currently holds the position.
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