Brief: Infosonics - on July 25, co entered agreement and plan of merger by, among company, Cooltech Holding Corp, co's unit Infosonics Acquisition Sub Inc

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26/07/2017 13:59

July 26 (Reuters) - Infosonics Corp  IFON.O  
    * Infosonics -  on July 25, co entered agreement and plan of 
merger by, among company, Cooltech Holding Corp, co's unit 
Infosonics Acquisition Sub Inc 
    * Infosonics - agreement provides co to issue aggregate of 
62.5 million shares of common stock in exchange for all of 
outstanding capital stock of cooltech 
    * Infosonics Corp - following the merger, the former 
stockholders of cooltech will hold approximately 85 percent of 
co's common stock 
    * Infosonics Corp says  pursuant to agreement, cooltech will 
merge with and into infosonics acquisition sub, inc - sec filing 
    * Infosonics Corp -  if the merger agreement is terminated, 
company will be required to pay cooltech a termination fee in 
the amount of $1 million 
    * Infosonics Corp -  following merger, co has agreed to 
cause 3 of its directors to resign and to appoint three cooltech 
nominees to board of directors 
    * Infosonics-Agreed to not enter any agreement relating to 
alternative acquisition proposal, except on terms, subject to 
conditions set forth agreement 
    * Infosonics Corp -on July 25, Joseph Ram, CEO of co agreed 
he will vote his shares of co's common stock in favor of 
adoption and approval of merger 
    * Infosonics Corp -  also agreed that special committee of 
company's board of directors will not change its recommendations 
with respect to merger 
    * Infosonics Corp - deal provides by august 3, cooltech , 
will purchase from co 2.5 million shares of company common stock 
at price of $0.40 per share in cash 
    * Infosonics corp - cooltech also agreed by august 3, it/ 
assignee to enter into purchase agreement to purchase from 
company additional 4.375 million shares 
 
Source text for Eikon: [ID:http://bit.ly/2tD0rUt] 
Further company coverage:  IFON.O  
 
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