Spokane Valley-based Key Tronic Corp. says it learned last week through a U.S. Securities and Exchange Commission filing that it’s the target of a hostile takeover bid by an East Coast electronics manufacturer.
Brett Larsen, chief financial officer for the electronic manufacturing service provider here, says the company never was made aware of Cemtrex Inc.’s interest in Key Tronic and had not had any contact with Cemtrex or any of its affiliates.
In a hostile takeover attempt, the company that seeks to acquire another bypasses management and communicates directly with the acquisition target’s shareholders.
Cemtrex contacted Key Tronic’s shareholders in a letter on Sept. 5, offering shares of Cemtrex stock to Key Tronic shareholders in exchange for their stock in the Spokane Valley company. Cemtrex’s website says it’s involved in designing, prototyping, and manufacturing electronic components in advanced and cutting-edge technologies.
“We’ve yet to have any contact with the company,” Larsen says. “The first we ever learned about this was through the SEC filing.”
Larsen says the company continues to study and evaluate the SEC filing.
He adds, “I’ll be honest with you, the fundamentals of the deal make no sense to us.”
Representatives of Cemtrex couldn’t be reached for comment.
Larsen says Key Tronic has every intention of continuing to operate as usual.
“We’re still operating and will continue to execute our long-term strategies,” he says.
In its filing, Cemtrex, based in Farmingdale, N.Y., announced “an exchange offer” through which it would acquire the company by offering to exchange each outstanding share of Key Tronic common stock for one share of Cemtrex common stock.
“This exchange offer is the first step in Cemtrex’s plan to acquire all of the outstanding shares of Key Tronic, which may not be completed through this offering and may be accomplished through one or more transactions following this offering,” the filing says.
In Cemtrex’s letter to Key Tronic’s shareholders, the company says the acquisition would bring “substantial value to the shareholders, customers and employees of both companies and create a global powerhouse in the electronics manufacturing services.”
The letter goes on to say, “Cemtrex would acquire the outstanding shares of Key Tronic, and it would continue as a wholly owned subsidiary of Cemtrex.”
“When Key Tronic shareholders exchange their shares for Cemtrex shares, not only will they continue to own Key Tronic, but they will now also own Cemtrex,” the letter says.
The letter says that while Cemtrex posted lower annual revenues than Key Tronic in its last fiscal year, Cemtrex realized net income of $5 million, while Key Tronic recognized net income of just $5.6 million. Cemtrex argues in the letter that the difference in revenues “is not substantially higher than Cemtrex given Key Tronic’s larger revenues.”
Cemtrex’s letter to shareholders says Key Tronic posted $468 million in revenue in 2016, compared with Cemtrex’s $94 million.
The letter says Cemtrex’s compound annual growth since 2012 is 50 percent, compared with 5 percent for Key Tronic.
“Cemtrex has demonstrated a track record of growth over the last five years while Key Tronic has significantly underperformed,” Cemtrex asserts in its letter.
Key Tronic has been a manufacturer of electronics for more than 45 years. On its website, the company boasts “an unbroken string of profitable quarters since 2004.”
Key Tronic is headquartered here at 4424 N. Sullivan, in Spokane Valley, and has manufacturing facilities in Fayetteville, Ark., Oakdale, Minn., Corinth, Miss., Juarez, Mexico, and Shanghai, China.
Key Tronic says it specializes in printed circuit board assembly, plastic molding, precision metal stamping, fabrication and finishing, and full product assembly, with products ranging from consumer devices to high-end commercial and industrial electromechanical products.