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Exhibit (a)(1)(G)
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares (as defined below). The Offer (as defined below) is made
solely by the Offer to Purchase, dated January 16, 2001, and the related
Letter of Transmittal (and any amendments or supplements thereto), and is
being made to all holders of Shares. Purchaser (as defined below) is not aware
of any state where the making of the Offer is prohibited by administrative or
judicial action pursuant to any valid state statute. If Purchaser becomes
aware of any valid state statute prohibiting the making of the Offer or the
acceptance of the Shares pursuant thereto, Purchaser will make a good faith
effort to comply with such statute or seek to have such statute declared
inapplicable to the Offer. If, after such good faith effort, Purchaser cannot
comply with such state statute, the Offer will not be made to (nor will
tenders be accepted from or on behalf of) holders of Shares in such state. In
any jurisdiction where the securities, "blue sky" or other laws require the
Offer to be made by a licensed broker or dealer, the Offer will be deemed to
be made on behalf of Purchaser by one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Lowrance Electronics, Inc.
at
$8.25 per share
by
Blue Marlin, Inc.
a wholly owned subsidiary of
Cobra Electronics Corporation
Blue Marlin, Inc., a Delaware corporation ("Purchaser") and a wholly owned
subsidiary of Cobra Electronics Corporation, a Delaware corporation ("Cobra"),
is offering to purchase all of the outstanding shares of common stock, par
value $.10 per share (the "Shares"), of Lowrance Electronics, Inc., a Delaware
corporation ("Lowrance"), for $8.25 per Share, net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated January 16, 2001 (the "Offer to Purchase"), and
in the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, FEBRUARY 12, 2001, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, (i) there being validly
tendered and not withdrawn prior to the expiration of the Offer such number of
Shares that would constitute at least 63 1/3 percent of the Shares that in the
aggregate are outstanding determined on a fully diluted basis (assuming the
exercise of all options to purchase Shares, and the conversion or exchange of
all securities convertible or exchangeable into Shares, outstanding at the
expiration date of the Offer), (ii) Cobra's receipt of the proceeds of debt
financing in an amount necessary to consummate the transactions contemplated
by the Agreement and Plan of Merger dated as of January 4, 2001 (the "Merger
Agreement") among Cobra, Purchaser and Lowrance on terms satisfactory to Cobra
in its sole discretion, and (iii) the satisfaction of certain other terms and
conditions.
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The Offer is being made pursuant to the Merger Agreement. The Merger
Agreement provides that following satisfaction or waiver of the conditions set
forth in the Merger Agreement and in accordance with relevant provisions of
the General Corporation Law of the State of Delaware, as amended (the "DGCL"),
Purchaser will be merged with and into Lowrance (the "Merger"). At the
effective time of the Merger (the "Effective Time"), each Share issued and
outstanding immediately prior to the Effective Time (other than Shares held in
the treasury of Lowrance, wholly owned subsidiary of Lowrance, Shares owned by
Cobra or any wholly owned subsidiary of Cobra, and Shares held by
stockholders, if any, who are entitled to and properly exercise dissenter's
rights under the DGCL) will be converted into the right to receive $8.25 in
cash, without interest.
In connection with the Merger Agreement, Cobra and Purchaser entered into
Stockholder Agreements, each dated as of January 4, 2001 (the "Stockholder
Agreements"), with certain directors and officers of Lowrance who together
beneficially own approximately 54.24% of the Shares that are outstanding.
Pursuant to the Stockholder Agreements, such officers and directors have
agreed, among other things, to tender all of their Shares pursuant to the
Offer.
THE BOARD OF DIRECTORS OF LOWRANCE HAS APPROVED THE MERGER AGREEMENT AND
APPROVED THE OFFER AND THE MERGER, HAS DETERMINED THAT THE TERMS OF THE OFFER
AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, LOWRANCE'S
STOCKHOLDERS, AND RECOMMENDS THAT LOWRANCE'S STOCKHOLDERS ACCEPT THE OFFER AND
TENDER ALL THEIR SHARES PURSUANT TO THE OFFER.
For purposes of the Offer, Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not withdrawn, if
and when Purchaser gives oral or written notice to American Stock Transfer and
Trust Company (the "Depositary") of Purchaser's acceptance of such Shares for
payment. In all cases, payment for Shares purchased pursuant to the Offer will
be made by deposit of the purchase price with the Depositary, which shall act
as agent for tendering stockholders for the purpose of receiving payment from
Purchaser and transmitting payment to the tendering stockholders. Payment for
Shares accepted for payment pursuant to the Offer will be made only after
timely receipt by the Depositary (i) of certificates for such Shares or timely
confirmation of a book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility (as defined in the Offer to
Purchase) pursuant to the procedures set forth in the Offer to Purchase, (ii)
a properly completed and duly executed Letter of Transmittal (or a manually
signed facsimile thereof), with any required signature guarantees, or, in the
case of a book-entry transfer, an Agent's Message (as defined in the Offer to
Purchase) and (iii) any other documents required by the Letter of Transmittal.
Purchaser expressly reserves the right, in its sole discretion (subject to
the terms and conditions of the Merger Agreement and the applicable rules and
regulations of the Securities and Exchange Commission ("SEC")), at any time
and from time to time, to extend the period of time during which the Offer is
open for any reason, including the failure of any of the conditions specified
in Section 14 of the Offer to Purchase to be satisfied, and thereby delay
acceptance for payment of and payment for any Shares. The term "Expiration
Date" shall mean 12:00 Midnight, New York City time, on Monday, February 12,
2001 unless Purchaser shall have extended the period of time for which the
Offer is open, in which event the term "Expiration Date" shall mean the latest
time and date at which the Offer, as so extended by Purchaser, shall expire.
No subsequent offering period will be available.
Subject to the limitations set forth in the Offer and the Merger Agreement
and the applicable rules and regulations of the SEC, Purchaser reserves the
right (but will not be obligated), at any time or from time to time in its
sole discretion, to extend the period during which the Offer is open by giving
oral or written notice of such extension to the Depositary and by making a
public announcement of such extension. There can be no assurance that
Purchaser will exercise its right to extend the Offer. Any extension of the
period during which the Offer is open will be followed, as promptly as
practicable, by public announcement thereof, such announcement to be issued
not later than 9:00 a.m., New York City time, on the next business day after
the previously scheduled Expiration Date. During any such extension, all
Shares previously tendered and not withdrawn will remain subject to the Offer,
subject to the rights of a tendering stockholder to withdraw such
stockholder's Shares.
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Except as otherwise provided in Section 4 of the Offer to Purchase, tenders
of Shares made pursuant to the Offer are irrevocable, except that Shares
tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date, and, unless theretofore accepted for payment, may also be
withdrawn at any time after March 17, 2001. For a withdrawal to be effective,
a written, telegraphic, telex or facsimile transmission notice of withdrawal
must be timely received by the Depositary at the address set forth on the back
cover of the Offer to Purchase. Any such notice of withdrawal must specify the
name of the person who tendered the Shares to be withdrawn, the number of
Shares to be withdrawn and the name of the registered holder if different from
the name of the person who tendered the Shares. If certificates for Shares to
be withdrawn have been delivered or otherwise identified to the Depositary,
then prior to the physical release of such certificates, the serial numbers
shown on such certificates must be submitted to the Depositary and, unless
such Shares have been tendered for the account of an Eligible Institution (as
defined in the Offer to Purchase), the signature on the notice of withdrawal
must be guaranteed by an Eligible Institution. All questions as to the form
and validity (including time of receipt) of a notice of withdrawal will be
determined by Purchaser, in its sole discretion, and its determination shall
be final and binding on all parties.
The information required to be disclosed pursuant to Rule 14d-6(d)(1) of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, is contained in the Offer to Purchase and is incorporated herein by
reference.
Lowrance has provided to Purchaser its lists of stockholders and security
position listings for the purpose of disseminating the Offer to holders of
Shares. The Offer to Purchase, the related Letter of Transmittal and other
related materials are being mailed to record holders of Shares and will be
mailed to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the stockholder
lists or, if applicable, who are listed as participants in a clearing agency's
security position listing, for subsequent transmittal to beneficial owners of
Shares.
The Offer to Purchase and the related Letter of Transmittal contain
important information that should be read before any decision is made with
respect to the Offer.
Any questions or requests for assistance or for copies of the Offer to
Purchase and the related Letter of Transmittal and other tender offer
materials may be directed to the Information Agent as set forth below, and
copies will be furnished promptly at Purchaser's expense. No fees or
commissions will be payable to brokers, dealers or other persons other than
the Information Agent and the Depositary for soliciting tenders of Shares
pursuant to the Offer.
The Information Agent for the Offer is:
Morrow & Co., Inc.
445 Park Avenue, 5th Floor
New York, New York 10022
E-mail: [email protected]
Call Collect: (212) 754-8000
Banks and Brokerage Firms, Please Call Toll Free: (800) 654-2468
Shareholders, Please Call Toll Free: (800) 607-0088
January 16, 2001
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