Announcement • Apr 02

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Gentex Corporation (NasdaqGS:GNTX) completed the acquisition of remaining 68.1% stake in VOXX International Corporation (NasdaqGS:VOXX) from group of shareholders.

Gentex Corporation (NasdaqGS:GNTX) entered into a definitive agreement to acquire remaining 68.1% stake in VOXX International Corporation (NasdaqGS:VOXX) from group of shareholders for approximately $130 million on December 17, 2024. Under the terms of the agreement, Gentex will acquire all the issued and outstanding shares of VOXX common stock not already owned by Gentex for a purchase price of $7.50 per share. The sell-side termination fee equates to $7.5 million. Based on initial estimates and expectations, Gentex expects an approximate pro-forma annual EBITDA contribution of $40 to $50 million as the result of the acquisition once the profitability improvement measures have been executed. In addition to the aforementioned, Gentex expects to have post-closing tax benefits of approximately $15 - $20 million pertaining to tax loss and tax credit carryforwards derived from the acquisition. The transaction is subject to the receipt of certain regulatory approvals, including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction was unanimously approved by board of directors of both Gentex and VOXX. The transaction was subject to the approval of VOXX's shareholders and majority shareholders of VOXX has approved the deal. The transaction is expected to close in first quarter of 2025. As of January 27, 2025, a letter was received from the German Federal Cartel Office advising that the proposed merger does not meet the prohibition conditions under the German Competition Act, and the merger may be implemented. VOXX International announced that the waiting period with respect to the proposed merger transaction with Gentex under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), expired at 11:59 p.m. Eastern Time on February 3, 2025. Benjamin L. Stulberg and Ashley L. Gullett of Jones Day acted as legal advisor to Gentex Corporation. Acropolis Advisors acted as financial advisor to Board of Directors of Gentex. Solomon Partners Securities, LLC acted as financial advisor and fairness opinion provider to Transaction Committee and Board of Directors of VOXX. Solomon will receive a fee of $2 million for the opinion rendered and $2.4 million which is contingent upon the closing of the Merger. Megan A. Gajewski Barnhill, Jacob T. Crabtree, Robert J. Endicott, Timothy E. Glasgow, L. Anthony George, Stephen J. Evans, Jason D. Haislmaier, Kenneth L. Henderson, Thea R. Hromadka, Eric Rieder, Rebecca A. D. Nelson, Aaron M. Lang, Joseph Robertson, Tonio Sadoni, Lucinda A. Althauser, Paul A. Barrs and Andrew S. Rodman of Bryan Cave Leighton Paisner LLP acted as legal advisor to VOXX. Larry Stopol of Stopol & Camelo, LLP acted as legal advisor to VOXX. Continental Stock Transfer & Trust Company acted as transfer agent to VOXX International Corporation. Gentex Corporation (NasdaqGS:GNTX) completed the acquisition of remaining 68.1% stake in VOXX International Corporation (NasdaqGS:VOXX) from group of shareholders on April 1, 2025.

Announcement • Feb 02

VOXX International Reports Receipt of Notice from Nasdaq Regarding Delayed Filing of Quarterly Report on Form 10-Q

VOXX International Corporation announced that it received a notice dated January 28, 2025 from The Nasdaq Stock Market LLC, stating that because the Company has not yet filed its Quarterly Report on Form 10-Q for the period ended November 30, 2024, the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission ("SEC"). The Notice has no immediate effect on the listing of the Company's shares on Nasdaq. As previously reported in its Form 12b-25 filed with the SEC on January 10, 2025, the Company was not able to file its Quarterly Report on Form 10-Q for the period ended November 30, 2024 (the "Quarterly Report") within the prescribed time period. On December 17, 2024, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Gentex Corporation, a Michigan corporation ("Gentex"), and Instrument Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Gentex ("Merger Sub"), pursuant to which, on the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Gentex. As a result of entry into the Merger Agreement, in connection with its triggering events review, the Company determined that it was necessary to test its goodwill, other intangible assets, and other long-lived assets for impairment. Due to the time necessary to conduct the impairment test, the Company was unable to timely file the Quarterly Report. Under Nasdaq rules, the Company has 60 calendar days, or until March 31, 2025, to either file the Quarterly Report or to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rule (the "Compliance Plan"). If the Company does not file the Quarterly Report but submits a Compliance Plan, and Nasdaq accepts the Compliance Plan, then Nasdaq may grant the Company up to 180 days from the prescribed due date, or until July 14, 2025, to file the Quarterly Report and regain compliance. If Nasdaq does not accept the Company's Compliance Plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel. The Company intends to file the Quarterly Report within the 60-day period described above.

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Gentex Corporation (NasdaqGS:GNTX) completed the acquisition of remaining 68.1% stake in VOXX International Corporation (NasdaqGS:VOXX) from group of shareholders.

VOXX International Reports Receipt of Notice from Nasdaq Regarding Delayed Filing of Quarterly Report on Form 10-Q

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