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Ellis Yan, former CEO of lighting manufacturer TCP International Holdings, Aurora, OH, and his brother Solomon Yan, through their company Quality Light Source GmbH (QLS), have agreed to buy all outstanding shares of the company in a deal to take it private.
The TCP board unanimously approved the deal, subject to certain closing conditions including the buyers’ ability to secure sufficient financing to repay TCP's debts.
TCP earlier this year sued Ellis Yan, its founder and former chairman and CEO, for actions it said involved “unfair competition and deceptive trade practices, tortious interference and violations of restrictive covenants” in his employment agreement, TCP said in a release at the time. Ellis and Solomon Yan, who was the company’s vice chairman, resigned from the firm in February and the company filed suit in March.
One of the issues in that suit involved a then-new company, QLS, incorporated in Switzerland and controlled by the Yans, which the suit said was set up to “unfairly compete” with TCP. In the acquisition announced this week QLS will be represented by Hong Kong-based QL Light Source Co. Ltd., according to an 8-K filing with the Securities & Exchange Commission (SEC). As of Dec. 12, the Yan Group owns approximately 70% of the company’s outstanding common shares, according to the SEC 8-K.
Shareholders other than the Yan Group (consisting of Ellis, Solomon, a company named Cherry Plus Limited and the Lillian Yan Irrevocable Stock Trust) will receive $1.00 per share. The company’s stock price closed at $0.57 on Tuesday before the deal was announced and rose to $0.87 on Wednesday.
“The dramatic transition of the lighting market over the last few years from CFL to LED technology has caused TCP to re-examine our business and how we can succeed in this competitive space,” said Brian Catlett, CEO of TCP, in the release announcing the deal. “As the founders of TCP, the Yans bring many years of lighting industry know-how and operational expertise to TCP. The merger will deliver compelling and immediate value to our shareholders and will allow TCP to continue its focus on designing, developing and delivering exceptional lighting products into the market as a private company.”
When TCP held its initial public offering in 2012 it was among the largest producers of compact fluorescent lamps in the market.