San Diego Business Journal

Car Alarm Maker to Go Private

Thursday, May 12, 2011

DEI Holdings Inc., formerly called Directed Electronics and seller of such electronics brands as Viper, Polk Audio and Clifford, said May 12 it agreed to be acquired by funds affiliated with Charlesbank Capital Partners LLC of Boston for about $285 million.

Under the terms of the definitive agreement, DEI shareholders will receive $3.79 to $3.81 per share in cash, a premium of 142 percent to DEI’s stock closing price of May 12. The aggregate price included debt assumption.

After the deal is completed, DEI would remain headquartered in Vista, with offices in Maryland and Canada. The current management team, including CEO James Minarik, would continue to lead the business, which was formerly majority owned by Rep. Darrell Issa.

The agreement allows DEI to solicit and enter into negotiations with alternative proposals during a 35-day “go-shop” period that begins May 12. Charlesbank has the right to match any superior proposal. Absent any superior offer, the transaction is expected to close in late June, subject to customary approvals and conditions, including approval by the majority of DEI shareholders. The deal was approved by the company’s board of directors.

DEI voluntarily delisted its stock from the Nasdaq exchange in 2009, and has been trading on the Pink Sheets under DEIX.PK. As of May 12, the closing price was $1.57, giving it a market capitalization of $40 million.

— Mike Allen