UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
VOXX INTERNATIONAL CORPORATION
(Name of Issuer)
Class A Common Stock, $.01 Par Value
(Title of Class of Securities)
91829F104
(CUSIP Number)
Beat M. Kahli
c/o Avalon Park Group
3680 Avalon Park Blvd., Suite 300
Orlando, FL 32828
(407) 658-6565
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 2, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
| CUSIP No. | 91829F104 | Page 2 of 8 |
|
1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | |||
|
Beat M. Kahli
| ||||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) |
x |
|
|
|
(b) |
o |
||
|
3 |
SEC USE ONLY
| |||
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) | |||
| WC | ||||
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
o |
| |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| Switzerland | ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER |
4,405,190 (1) | ||
|
8 |
SHARED VOTING POWER | |
| 0 | ||
|
9 |
SOLE DISPOSITIVE POWER | |
4,405,190 (1) | ||
|
10 |
SHARED DISPOSITIVE POWER | |
| 0 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
4,405,190 (1) | |||
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS) |
x |
|
| (SEE INSTRUCTIONS) | |||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 20.34% (2) | |||
|
14 |
TYPE OF REPORTING PERSON | ||
| IN | |||
| (1) | Beat M. Kahli beneficially owns 300,000 shares of Voxx International Corporation (the “Issuer”) Class A Common Stock (“Class A Shares”) through Avalon Park International, LLC, a limited liability company solely controlled by Mr. Kahli, and 4,105,190 Class A Shares through Kahli Holding AG (“Kahli Holding”), a company of which Mr. Kahli is the controlling shareholder. Jill Kahli, the wife of Mr. Kahli, is the only other shareholder of Kahli Holding. |
| (2) | Based on 21,656,976 Class A Shares issued and outstanding as of October 8, 2020, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2020. |
SCHEDULE 13D
| CUSIP No. | 91829F104 | Page 3 of 8 |
|
1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 84-3730393 | |||
|
Avalon Park International, LLC
| ||||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) |
x |
|
|
|
(b) |
o |
||
|
3 |
SEC USE ONLY
| |||
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) | |||
| WC | ||||
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
o |
| |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| State of Florida | ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER |
300,000 (1) | ||
|
8 |
SHARED VOTING POWER | |
| 0 | ||
|
9 |
SOLE DISPOSITIVE POWER | |
300,000 (1) | ||
|
10 |
SHARED DISPOSITIVE POWER | |
| 0 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
300,000 (1) | |||
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS) |
x |
|
| (SEE INSTRUCTIONS) | |||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 1.39% (2) | |||
|
14 |
TYPE OF REPORTING PERSON | ||
| OO | |||
| (1) | Avalon Park International, LLC (“Avalon Park”) holds 300,000 shares of Voxx International Corporation (the “Issuer”) Class A Common Stock (the “Class A Shares”). All of the Class A Shares held by Avalon Park may be deemed to be beneficially owned by Beat M. Kahli as the sole manager and controlling member of Avalon Park. |
| (2) | Based on 21,656,976 Class A Shares issued and outstanding as of October 8, 2020, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2020. |
SCHEDULE 13D
| CUSIP No. | 91829F104 | Page 4 of 8 |
|
1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) None | |||
|
Kahli Holding AG
| ||||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) |
x |
|
|
|
(b) |
o |
||
|
3 |
SEC USE ONLY
| |||
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) | |||
| WC | ||||
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
o |
| |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| Switzerland | ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER |
4,105,190 (1) | ||
|
8 |
SHARED VOTING POWER | |
| 0 | ||
|
9 |
SOLE DISPOSITIVE POWER | |
4,105,190 (1) | ||
|
10 |
SHARED DISPOSITIVE POWER | |
| 0 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
4,105,190 (1) | |||
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS) |
x |
|
| (SEE INSTRUCTIONS) | |||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
18.96% (2) | |||
|
14 |
TYPE OF REPORTING PERSON | ||
| CO | |||
| (1) | Kahli Holding AG (“Kahli Holding”) holds 4,105,190 shares of Voxx International Corporation (the “Issuer”) Class A Common Stock (the “Class A Shares”). All of the Class A Shares held by Kahli Holding may be deemed to be beneficially owned by Beat M. Kahli as the controlling shareholder of Kahli Holding. Jill Kahli, wife of Mr. Kahli, is the only other shareholder of Kahli Holding. |
| (2) | Based on 21,656,976 Class A Shares issued and outstanding as of October 8, 2020, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2020. |
| Page 5 of 8 |
Introduction
This constitutes Amendment No. 10 to the statement on Schedule 13D filed on behalf of Beat M. Kahli, Avalon Park International, LLC and Kahli Holding AG, dated as of April 13, 2020 (the “Statement”), relating to the Class A Common Stock, $0.01 par value per share (“Class A Shares”), of Voxx International Corporation. The purpose of this Amendment No. 10 is to amend and supplement Items 4, 6 and 7 of the Statement and to report an increase in the number of Class A Shares held by the Reporting Persons.
Item 1. Security and Issuer
The Statement on Schedule 13D relates to the Class A Common Stock of Voxx International Corporation (the "Issuer"). The principle offices of the Issuer are located at 2351 J Lawson Blvd., Orlando, FL 32824.
Item 2. Identity and Background.
| a) | This statement is being filed jointly by Beat M. Kahli, Avalon Park International, LLC (“Avalon Park”), a limited liability company organized under the laws of the State of Florida, and Kahli Holding AG (“Kahli Holding”), a company organized under the laws of Switzerland (collectively, the “Reporting Persons”). |
| b) | The business addresses of the Reporting Persons are: |
| Mr. Kahli: | 3680 Avalon Park Blvd., Suite 300, Orlando, FL 32828 |
| Avalon Park: | 3680 Avalon Park Blvd., Suite 300, Orlando, FL 32828 |
| Kahli Holding: | Riesbachstrasse 57, 8008 Zurich-Switzerland |
| c) | Mr. Kahli, a natural person, is the founder, President and CEO of Avalon Park Group; is the sole manager and controlling member of Avalon Park; and is the controlling shareholder of Kahli Holding. |
Avalon Park is a limited liability company organized under the laws of the State of Florida. Avalon Park is a private investment entity that seeks appreciation of its assets for the benefit of its owners.
Kahli Holding is a company organized under the laws of Switzerland. Kahli Holding is a private investment entity that seeks appreciation of its assets for the benefit of its owners.
| d) | Nothing to report for any of the Reporting Persons. |
| e) | Nothing to report for any of the Reporting Persons. |
| f) | Mr. Kahli is a citizen of Switzerland. |
Item 3. Source and Amount of Funds or Other Considerations
Mr. Kahli holds 300,000 Class A Shares through Avalon Park and 4,105,190 Class A Shares through Kahli Holding. All of these Class A Shares were purchased using funds from the working capital of Avalon Group and Kahli Holding. Neither Avalon Park nor Kahli Holding purchased any Class A Shares using borrowed funds.
| Page 6 of 8 |
Item 4. Purpose of Transaction
The Reporting Persons acquired the Class A Shares for investment purposes. The Reporting Persons will continue to evaluate their investment in the Class A Shares and may further purchase, hold, vote, trade, dispose or otherwise deal in the Class A Shares, or enter into any hedging or similar transaction with respect to, the Class A Shares, at times and in such manner as they may deem advisable. Any such transactions, if they occur at all, may take place at any time and without prior notice. As part of their evaluation, the Reporting Persons will continue to monitor and assess the Issuer’s assets, liabilities, capital structure, operating performance, business prospects, market valuation and other related matters, as well as prevailing market conditions, alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment considerations. Consistent with their evaluation criteria, the Reporting Persons may discuss such matters with management or directors of the Issuer, other shareholders, industry analysts, industry participants, investment and financing professionals, sources of credit and other investors. The Reporting Persons may also take other actions with respect to their respective investment in the Issuer as they deem appropriate, including, without limitation, seeking board representation, making proposals to the Issuer concerning changes to the operations, strategy, capitalization, governance or ownership structure of the Issuer, or changing their intentions with respect to any and all matters referred to in this Item 4. Notwithstanding anything to the contrary herein, the Reporting Persons specifically reserve the right to change their intentions with respect to any or all of such matters.
Except as set forth herein, the Reporting Persons have no current intention, plan or proposal with respect to items (a) through (j) of Schedule 13D.
Item 4 is hereby amended and supplemented by the addition of the following:
On September 25, 2020, Avalon Park Group Management, LLC, an affiliate of the Reporting Persons, submitted to the Issuer a non-binding indication of interest (the “IOI”) with respect to a proposed acquisition of 60% of Eyelock, LLC, a subsidiary of the Issuer. The IOI was accepted by the Issuer on October 5, 2020.
Item 5. Interest in Securities of the Issuer
| a) | See items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number of shares and percentage of Class A Shares beneficially owned by each of the Reporting Persons as of October 30, 2020. |
| b) | See items 7 through 10 of the cover pages to this Schedule 13D for the number of Class A Shares beneficially owned by each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition as of October 30, 2020. |
| c) | During the period August 31, 2020 through October 30, 2020, the Reporting Persons have affected the following purchases of Class A Shares: |
| Purchaser | Trade Date |
Amount of Shares | Price per Share | Where/How Effected |
| Kahli Holding AG | 09/09/2020 | 35,620 | $6.03 | Open Market |
| Kahli Holding AG | 09/10/2020 | 31,097 | $6.28 | Open Market |
| Kahli Holding AG | 09/11/2020 | 28,399 | $6.36 | Open Market |
| Kahli Holding AG | 09/14/2020 | 26,641 | $6.63 | Open Market |
| Kahli Holding AG | 09/15/2020 | 17,146 | $6.78 | Open Market |
| Kahli Holding AG | 09/16/2020 | 34,462 | $7.09 | Open Market |
| Kahli Holding AG | 09/17/2020 | 13,490 | $7.20 | Open Market |
| Kahli Holding AG | 09/18/2020 | 13,552 | $7.74 | Open Market |
| Kahli Holding AG | 09/21/2020 | 50,000 | $7.99 | Open Market |
| Kahli Holding AG | 09/22/2020 | 20,000 | $7.74 | Open Market |
| Kahli Holding AG | 09/23/2020 | 20,000 | $7.74 | Open Market |
| Kahli Holding AG | 09/24/2020 | 20,000 | $7.60 | Open Market |
| Kahli Holding AG | 09/25/2020 | 3,576 | $7.50 | Open Market |
| Kahli Holding AG | 09/28/2020 | 1,600 | $7.71 | Open Market |
| Kahli Holding AG | 09/29/2020 | 15,803 | $7.87 | Open Market |
| Kahli Holding AG | 10/01/2020 | 25,000 | $7.93 | Open Market |
| Kahli Holding AG | 10/02/2020 | 31,641 | $7.95 | Open Market |
| Avalon Park International, LLC | 10/02/2020 | 11,963 | $7.90 | Open Market |
| Kahli Holding AG | 10/05/2020 | 5,200 | $8.00 | Open Market |
| Page 7 of 8 |
| d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Class A Shares. |
| e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The individuals named below are employees and/or affiliates of the Reporting Persons and hold the number of Class A Shares set forth opposite their respective names.
| Andreas Derzsi: | 2,600 Class A Shares |
| Augustine M. Fragala, III: | 30,000 Class A Shares |
| Richard Kunz: | 34,890 Class A Shares |
The Reporting Persons disclaim beneficial ownership of all Class A Shares held by such individuals.
Item 6 is hereby amended and supplemented by the addition of the following:
Avalon Park Group Management, Inc., Avalon Park International LLC and Kahli Holding AG, affiliates of Beat M. Kahli (collectively, “Avalon”) entered into a Standstill Agreement, dated November 2, 2020, with the Issuer on customary terms, pursuant to which, among other customary provisions, Avalon agreed not to (a) purchase, offer or agree to purchase, sell, offer or agree to sell or trade in any outstanding equity securities of the Issuer or any rights or options to purchase any such securities, whether by direct purchase, merger or otherwise; or (b) form, join or in any way participate in a group in connection with any of the foregoing. The foregoing description of the Standstill Agreement is qualified in its entirety by reference to such agreement filed as an Exhibit to this Statement as set forth in Item 7. Material to be Filed as Exhibits.
Item 7. Material to Be Filed as Exhibits
| 99.1 | Joint Filing Agreement required by Rule 13d-1(k)(1), as filed April 13, 2020. |
Item 7 is hereby amended and supplemented by the addition of the following:
99.2 | Standstill Agreement, made and entered into as of November 2, 2020, by and among Voxx International Corporation and Avalon Park Group Management, Inc., Avalon Park International, LLC and Kahli Holding AG |
| Page 8 of 8 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 2, 2020
| /s/ Beat M. Kahli | ||
| Beat M. Kahli | ||
| AVALON PARK INTERNATIONAL, LLC | ||
| By: | /s/ Beat M. Kahli | |
| Beat M. Kahli, President | ||
| KAHLI HOLDING AG | ||
| By: | /s/ Beat M. Kahli | |
| Beat M. Kahli, President | ||
Exhibit 99.2
Voxx International Corporation
180 Marcus Blvd.
Hauppauge, New York 11788
| November 2, 2020 |
Avalon Park Group Management, Inc.
Avalon Park International, LLC
Kahli Holding AG
3680 Avalon Park Blvd., Suite 300
Orlando, FL 32828
Attention: Beat M. Kahli
Dear Mr. Kahli:
Voxx International Corporation (“Voxx”) and Eyelock LLC (collectively with Voxx, the “Company”) may be providing Avalon Park Group Management, Inc., Avalon Park International, LLC, Kahli Holding AG and their respective affiliates (“You” or “Your”) with certain Confidential Information (as hereinafter defined) concerning Eyelock LLC pursuant to the Non-Binding Indication of Interest (the “IoI”) submitted by You to the Company’s Investment Bankers, Imperial Capital, LLC dated September 25, 2020 (the “Proposed Transaction”). As a condition to Your receipt of such Confidential Information, You agree to treat the Confidential Information in accordance with the provisions of this letter agreement (this “Agreement”).
| 1. | You hereby agree that (a) the Confidential Information (i) is being furnished to You solely for the purpose of facilitating private discussions about the Proposed Transaction with the Company and furnishing due diligence regarding the Company’s business, operations and strategies (the “Review”) and (ii) is not intended to be used for any purpose other than in connection with the Review and (b) all of the Confidential Information will be kept confidential by You. Notwithstanding the foregoing, You may disclose the Confidential Information to Your Representatives (as defined below) who (i) need to know such information for the sole purpose of advising and consulting with You in connection with the matters contemplated by this Agreement; and (ii) are informed by You of the confidential nature of such information; provided, however, that You will be responsible for any violation of the confidentiality provisions of this Agreement by Your Representatives as if they were parties hereto. |
Avalon Park Group Management, Inc.
Avalon Park International, LLC
Kahli Holding AG
November 2, 2020
Page 2
| 2. | The term “Confidential Information” includes (a) all information with respect to the Company’s business, operations and strategy furnished to You or Your Representatives by or on behalf of the Company on or after the date hereof, whether oral or written and regardless of the manner in which it was furnished and (b) all analyses, compilations, forecasts, studies, interpretations or other documents prepared by You or any of Your Representatives that reflect or are based upon, in whole or in part, the Confidential Information. The term “Confidential Information” does not include any information that (i) at the time of disclosure or thereafter is generally available to and known by the public (other than as a result of its disclosure by You or Your Representatives in violation of this Agreement), (ii) was available to You prior to disclosure by or on behalf of the Company from a Person who, to Your knowledge after reasonable inquiry, is not bound by a confidentiality agreement with, or other obligation of confidentiality to, the Company, (iii) becomes available to You from a Person (other than the Company or its Representatives) who, to Your knowledge after reasonable inquiry, is not bound by a confidentiality agreement with, or other obligation of confidentiality to, the Company or its Representatives, or (iv) is independently developed by You without the use of or reference to the Confidential Information. The term “Representatives” means, as to any party, such party’s affiliates and its and their respective officers, employees, directors, general (but not limited) partners, members, managers and legal counsel. |
| 3. | Given the nature of the Confidential Information and the subject matter of this Agreement, the Company would be irreparably damaged by any unauthorized disclosure or use of any Confidential Information, and each of You and the Company would be irreparably damaged by any unauthorized disclosure of our discussions or by any breach of this Agreement by You. Without prejudice to the rights and remedies otherwise available to the Company, You agree that the Company shall be entitled, without the requirement of posting a bond or other security, to seek equitable relief, including an injunction or specific performance, in the event of any breach or threatened breach of the provisions of this Agreement by You. Such remedies shall not be deemed to be exclusive remedies, but shall be in addition to all other remedies available at law or equity to such party. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that You have breached this Agreement, then You shall be liable and pay to the Company its reasonable documented out of pocket costs and expenses (including reasonable attorney’s fees) incurred in connection with such litigation, including any appeal therefrom. |
| 4. | Subject to Section 5(b) hereof, in the event You or the Company become legally required (by applicable law, deposition, interrogatory, request for documents, subpoena, civil investigation, demand, order or other legal process, including by a self-regulatory authority, or otherwise pursuant to applicable law, rule or regulation), based on the advice of Your legal counsel, to disclose any of the contents of the Confidential Information or the information restricted by Paragraph 5 below, You or the Company, as applicable, may do so without liability, provided that You or the Company, as applicable, to the extent not prohibited by applicable law (a) promptly notify the other party prior to any such disclosure to the extent practicable, and (b) cooperate reasonably with the other party, at such other party’s sole expense, in any attempts it may make to obtain a protective order or other appropriate assurance that confidential treatment will be afforded the Confidential Information or the matters addressed in Paragraph 5 below, as applicable. It is understood that there shall be no legal requirement requiring You to disclose any Confidential Information solely by virtue of the fact that, absent such disclosure, You would be prohibited from purchasing, selling or engaging in derivative or other transactions with respect to any securities of the Company. |
Avalon Park Group Management, Inc.
Avalon Park International, LLC
Kahli Holding AG
November 2, 2020
Page 3
| 5. | (a) Subject to Section 5(b), without the Company’s prior written consent, which consent shall not be unreasonably withheld, You shall not disclose to any Person, other than Your Representatives or otherwise in accordance with Paragraph 4, (a) the fact that You are having or have had discussions with the Company or its officers, employees, directors and/or advisors or that the Company has made the Confidential Information available to You or that You are in possession of such Confidential Information or (b) Confidential Information, including any of the terms, conditions or other facts with respect to the Review, including the status and/or timing thereof. (b) The Company acknowledges that You have a Schedule 13D on file with the U.S. Securities and Exchange Commission in respect of Your ownership of Voxx Class A Common Stock ( “Class A Shares). The Company acknowledges that You are required by law to promptly update Schedule 13D if there are any material changes in the facts set forth in the Schedule 13D. Nothing in this Agreement prohibits you from making timely filings of amendments to your Schedule 13D as and when due. Without limitation of the foregoing, the Company acknowledges and consents to Your filing of Schedule 13D/A to amend Item 4 thereof to report the execution of the IoI, and to amend Item 6 thereof to report the execution of this Agreement. |
| 6. | (A) You hereby acknowledge that the Confidential Information may contain material non-public information under applicable federal and state securities laws, that You are aware of Your obligations under the United States securities laws and that You will evaluate any Confidential Information You may receive consistent with such obligations. |
(B) You agree that, without the prior written consent of Voxx International Corporation, which consent shall not be unreasonably withheld, neither You nor any of Your affiliates will, for the period commencing from the date that Confidential Information is furnished to You under this Agreement through the earlier to occur of (i) April 15, 2021 and (ii) the public announcement (by the filing of a Form 8-K with the SEC) of a definitive agreement with respect to the Proposed Transaction in which You are a purchasing party: (a) purchase, offer or agree to purchase, sell, offer or agree to sell or trade in any outstanding equity securities of Voxx International Corporation or any rights or options to purchase any such securities, whether by direct purchase, merger or otherwise; or (b) form, join or in any way participate in a group in connection with any of the foregoing.
Avalon Park Group Management, Inc.
Avalon Park International, LLC
Kahli Holding AG
November 2, 2020
Page 4
| 7. | This Agreement and all obligations of the parties hereunder shall commence on the date that Confidential Information is first furnished to You under this Agreement and shall expire two years from the date hereof. |
| 8. | This Agreement, and any dispute arising out of, relating to or in connection with this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to principles of conflict of laws that would require the application of the law of a different jurisdiction. Each party to this Agreement (a) irrevocably and unconditionally submits to the personal jurisdiction of the federal courts of the United States of America located in the State of Delaware and the Court of Chancery of the State of Delaware, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated by this Agreement shall be brought, tried and determined only in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), (d) waives any claim of improper venue or any claim that those courts are an inconvenient forum, (e) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereunder in any court other than the aforesaid courts, and (f) waives its right to a trial by jury. |
| 9. | For purposes of this Agreement, “Person” shall be broadly interpreted to include any individual, corporation, company, partnership, limited liability company, trust or other group or entity (including any court, government or agency, commission, board or authority thereof, federal, state or local, domestic, foreign or multinational). |
| 10. | This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed an original, but such counterparts shall together constitute one and the same Agreement. |
| 11. | This Agreement constitutes the only agreement between You and the Company with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. |
[The remainder of this page is intentionally left blank.]
Please confirm Your agreement with the foregoing by signing and returning to the undersigned a duplicate copy of this Agreement.
| Sincerely, | |
| VOXX INTERNATIONAL CORPORATION | |
| By: /s/ Patrick M. Lavelle | |
| Name: Patrick M. Lavelle | |
| Title: CEO/President |
AGREED AND ACCEPTED AS OF
THE DATE FIRST WRITTEN ABOVE:
AVALON PARK INTERNATIONAL, LLC
By: /s/ Beat Kahli
Name: Beat Kahli
Title: President
KAHLI HOLDING AG
By: /s/ Beat Kahli
Name: Beat Kahli
Title: President