Evercel, Inc. (OTCPK:EVRC) and its co-investors (buyers) entered into a definitive agreement to acquire ZAGG Inc (NasdaqGS:ZAGG) for approximately $130 million on December 10, 2020. Pursuant to the terms, the buyers will offer $4.2 per share. An additional $0.25 per share is payable if the loan forgiveness application of ZAGG is granted. Evercel executed debt commitment letters dated December 10, 2020 to fund the transaction. The Evercel Group has committed to contribute, or cause to be contributed, $70 million as part of equity commitments while Lynx Holdings V, LLC has committed to provide an amount in cash of $75 million, consisting of a $40 million term loan facility for funding the transaction. In the event that the Agreement is terminated, then ZAGG shall pay within three Business Days of such termination, a termination fee of $3 million and shall promptly (and in any event within five Business Days of the receipt of any request therefor) reimburse for any and all out- of pocket expenses incurred in connection with the transactions contemplated by this agreement or the Financing, up to a maximum of $2 million. Similarly, the buyers would be required to pay $5 million as termination fee to ZAGG in case of termination. As of January 4, 2021, under the terms of the Merger Agreement, following the completion of the offering period ended on December 31, 2020, the Company's Employee Stock Purchase Plan was terminated. The closing of the transaction is conditioned upon approval from shareholders of ZAGG, regulatory approvals including clearance under the Hart-Scott-Rodino Antitrust Improvements, Federal Trade Commission approval, and Antitrust Division of the U.S. Department of Justice's approval, and other customary closing requirements. The transaction has been unanimously approved by ZAGG's Board of Directors. The Board of ZAGG recommends the shareholders to vote in favor of the transaction. As of February 18, 2021 ZAGG's shareholders approved the transaction with more than 56% of the outstanding shares voting in favor of the transaction. The transaction is expected to close in the first quarter of 2021. As of February 18, 2021 the transaction is expected to close on or around February 22, 2021.

Grant Thornton, Lincoln International LLC and Oppenheimer & Co. Inc. are acting as financial advisors and James W. Loss and Randall J. Wood of Morgan, Lewis & Bockius LLP is acting as legal counsel to Evercel. BofA Securities, Inc. is acting as financial advisor and provided fairness opinion to ZAGG. Steven B. Stokdyk of Latham & Watkins LLP is acting as legal counsel for ZAGG. Philip Richter and Roy Tannenbaum of Fried, Frank, Harris, Shriver & Jacobson LLP, acted as legal advisor to BofA Securities. Okapi Partners LLC acted as proxy solicitor for ZAGG and shall receive $37,500, plus reasonable out-of-pocket expenses. ZAGG has agreed to pay BofA Securities for its services in connection with the Merger an aggregate fee of approximately $3.8 million, $1 million of which was payable upon delivery of its opinion and the remainder of which is contingent upon consummation of the Merger.

Evercel, Inc. (OTCPK:EVRC) and its co-investors completed the acquisition of ZAGG Inc (NasdaqGS:ZAGG) on February 22, 2021.