H.I.G. Capital, LLC signed an agreement to acquire SMTC Corporation (NasdaqGM:SMTX) from Clarke H. Bailey, David Sandberg, J. Randall Waterfield, Frederick Wasserman, Richard Fitzgerald, Edward Smith, Steven Waszak and Red Oak Partners, LLC and others for approximately $170 million on January 3, 2021. As part of the consideration, H.I.G. Capital will acquire all outstanding shares of SMTC’s common stock for a merger consideration of $6.044 per share in cash. Each outstanding vested option to purchase SMTC’s common stock will automatically be cancelled and be converted into the right to receive an amount in cash equal to the product of (x) the total number of shares of SMTC common stock then underlying the vested option multiplied by (y) the excess, if any, of the merger consideration over the exercise price of such vested option. Each outstanding vested award of SMTC restricted stock units will automatically be cancelled and be converted into the right to receive the merger consideration. Each outstanding warrant to purchase shares of SMCT, whether or not exercisable, will automatically be cancelled and be converted into the right to receive an amount in cash equal to the product of (x) the total number of shares of SMTC common stock underlying the warrant multiplied by (y) the excess, if any, of the merger consideration over the exercise price of such warrant. H.I.G. Capital has secured committed financing, consisting of a combination of equity financing to be provided by funds affiliated with H.I.G. Capital amounting to $140 million and debt financing to be provided by Cerberus Business Finance, LLC amounting to $180 million which consists of a revolving credit facility of $30 million and a term loan facility of $150 million. Upon the closing of the merger, the SMTC common stock will be delisted from the Nasdaq Global Market. In case of termination, SMTC will be required to pay to H.I.G. Capital a termination fee of $5.56 million and H.I.G. Capital will be required to pay a termination fee of $11.12 million to SMTC. The transaction is subject to approval from the shareholders of SMTC, applicable waiting period, together with any extensions thereof, under the HSR Act will have expired or been terminated, and other customary closing conditions. As of January 4, 2021, the transaction was unanimously approved by the Board of Directors of SMTC and by the Board of Directors of H.I.G. Capital. The Board of SMTC unanimously recommends the shareholders to vote in favor of the transaction. In addition, each Director and executive officer of SMTC and Red Oak Partners entered into a voting agreement with H.I.G. Capital on January 3, 2021, pursuant to which, each voting agreement stockholder agreed to, among other things, and subject to certain conditions, vote for the merger and against any other acquisition proposal, not transfer stock of the company, and not engage in solicitation of alternative transactions and similar matters. Lincoln International provided a fairness opinion in which it stated that the transaction is fair and favorable to the shareholders of SMTC. As of February 25, 2021, HSR Waiting Period expired on February 24, 2021. As of March 31, 2021 SMTC shareholders approved the deal. The transaction is expected to close by the second quarter of 2021. As of March 31, 2021 The proposed merger is expected to close the week of April 5, 2021. Lincoln International LLC acted as the financial advisor and provided fairness opinion to SMTC. Chris Hall and Kara Tatman of Perkins Coie LLP acted as the legal advisors to SMTC. Advantage Proxy Inc acted as information agent to SMTC. Computershare Trust Company, N.A. acted as transfer agent to SMTC. Eric Issadore, Stefanie Birkmann, Alexandra Alperovich, Megan Bisk, Megan Baca, Edward McNicholas, Amanda Holt, Peter Alpert, and Kellie Combs of Ropes & Gray LLP acted as the legal advisor to H.I.G. Capital. Advantage Proxy will receive a fee of $7,500, plus reasonable out-of-pocket expenses. Lincoln International will receive a fee of approximately $4.265 million, which is contingent upon the successful completion of the merger, and in addition to, the $0.35 million fee being paid to Lincoln for the delivery of its opinion. H.I.G. Capital, LLC completed the acquisition of SMTC Corporation (NasdaqGM:SMTX) from Clarke H. Bailey, David Sandberg, J. Randall Waterfield, Frederick Wasserman, Richard Fitzgerald, Edward Smith, Steven Waszak and Red Oak Partners, LLC and others on April 5, 2021. Post completion, SMTC Corporation transforms into a private company.