Irvine, CA - October 31, 2019 - Lantronix, Inc. ("Lantronix") (NASDAQ: LTRX), a global provider of secure data access and management solutions for the industrial Internet of Things (IoT), today announced that it has entered into a definitive arrangement agreement to acquire all of the outstanding shares of Intrinsyc Technologies Corporation ("Intrinsyc") (TSX: ITC and OTCQX: ISYRF), a leading provider of solutions for the development of embedded and IoT products. The transaction, which is subject to approval by the shareholders of Intrinsyc along with other specified closing conditions, has been unanimously approved by the board of directors of both companies and is expected to be completed by the end of this calendar year or shortly thereafter.
Under the terms of the arrangement agreement, Lantronix will pay $0.55 and issue 0.2135 of a share of the common stock of Lantronix for each issued and outstanding share of Intrinsyc. Lantronix will, in the aggregate, pay approximately $11.5 million in cash and issue approximately 4.3 million shares of its common stock to Intrinsyc shareholders. Following the transaction, Intrinsyc shareholders are expected to own approximately 16% of the outstanding shares of the common stock of Lantronix. Certain shareholders of Intrinsyc that collectively own approximately 14.5% of the outstanding shares of Intrinsyc have already entered into voting agreements to vote in favor of the transaction.
The transaction will bring immediate scale to Lantronix, adding complementary IoT computing and embedded product development capabilities and expanding the company's IoT market opportunity. Lantronix sees significant operating and product development synergies in the combined company and expects the acquisition will be accretive in the first full quarter of operations.
"The acquisition of Intrinsyc demonstrates our continuing commitment to deliver incremental growth and shareholder value through acquisition," stated Paul Pickle, president and CEO of Lantronix. "In this transaction, we are acquiring edge computing and design capabilities crucial to the development of intelligent IoT solutions, while also bringing increased scale and the resulting operating efficiencies necessary to drive incremental earnings growth for the benefit of our shareholders."
Lantronix affirms the guidance provided on September 10, 2019 for the quarter ended September 30, 2019. Net revenue is expected to come in above the mid-point of our guidance. Non-GAAP EPS is expected at the high end of our guidance. The company currently intends to announce these results on November 13, 2019.
Lantronix will host an investor conference call and audio webcast at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time) on Thursday, October 31, 2019. To access the live conference call, investors should dial 1-844-802-2442(US) or 1-412-317-5135(international) and indicate that they are participating in the Lantronix Investor Update call. The webcast will be available simultaneously via the investor relations section of the Company's website at https://www.lantronix.com/investor-relations/.