VOXX and Gentex Merger Timeline: A Strategic Shift in Automotive Electronics

In late 2024, a major shake-up began brewing in the automotive tech space. VOXX International Corporation, a legacy player in automotive and consumer electronics, announced plans to merge with Gentex Corporation, a Michigan-based giant best known for its high-tech vehicle safety and vision systems.

This wasn’t just another acquisition—it was a calculated move with ripple effects far beyond Wall Street. So, what’s behind the headlines, and how did this merger evolve from a signed agreement to a full-blown strategic overhaul?

December 17, 2024 – Merger Agreement Signed

The journey kicked off on December 17, 2024, when VOXX entered into a definitive Merger Agreement with Gentex and its subsidiary, Instrument Merger Sub, Inc.

Key Terms:

• Deal Structure: VOXX to be merged with Instrument Merger Sub (a wholly owned Gentex subsidiary), with VOXX surviving as a wholly owned subsidiary of Gentex.

• Offer Price: $7.50 per share in cash for all outstanding shares of VOXX’s Class A and Class B common stock.

• Voting Dynamics: Each Class A share gets 1 vote, while each Class B share gets 10 votes.

This $7.50 price tag represented a premium over VOXX’s stock price at the time—sweetening the deal for public shareholders.

Special Committee and Board Support

Knowing the sensitivity around such transactions, VOXX’s Board quickly formed a Transaction Committee composed entirely of independent, unaffiliated directors.

After evaluating the merger alongside legal and financial advisors, the committee determined:

• The deal was fair, advisable, and in the best interest of shareholders (excluding Gentex).

• They gave their unanimous thumbs-up to proceed.

The full VOXX Board (except for one recused director, Steven Downing—who also happens to be Gentex’s CEO) also voted in favor of the deal.

March 3, 2025 – Proxy Materials Released

By early March, the company mailed out a proxy statement and scheduled a virtual shareholder meeting for March 31, 2025.

The purpose? To let shareholders vote on:

1. The Merger Agreement

2. Executive Compensation Packages related to the merger

3. A Proposal to Adjourn the Meeting (if needed)

Interestingly, VOXX acknowledged this would be a “going-private transaction” under SEC rules, since Gentex and related parties were consolidating ownership.

Voting Power and Shareholder Support

Here’s where it gets interesting.

Voting Agreement:

A group of influential shareholders—the Shalam family, including directors Ari and John Shalam—held a whopping 57 percent of the voting power (and nearly 67.4 percent of the “disinterested” votes).

These "Supporting Stockholders" signed a Voting and Support Agreement pledging to back the merger, barring specific fiduciary exceptions.

Gentex already owned 15.1 percent of VOXX and also agreed to vote all its shares in favor of the deal.

In other words, the merger was practically a done deal before the broader shareholder vote even took place.

March 21, 2025 – Final Proxy and Public Notice

Fast-forward to March 21: VOXX filed additional materials with the SEC confirming the timeline, vote process, and clarifying legal disclosures. This included:

• Confirming no fee was required for filing.

• Reiterating the role of independent advisors.

• A formal push to urge shareholders to vote.

These documents further cemented the transparency and legality of the process and included information on where to find risk factors, the full Merger Agreement, and contact info for questions.

March 31, 2025 – The Shareholder Meeting

On the last day of March, VOXX hosted its virtual special meeting via webcast. Shareholders voted on all three proposals.

Thanks to prior commitments and proxy votes:

• The Merger Agreement was approved.

• Executive compensation tied to the deal got a green light.

• Adjournment authority was granted, just in case.

At this point, the only thing left? Officially closing the merger and integrating VOXX into Gentex’s growing empire.

Strategic Impact: What This Means for the Industry

This merger wasn’t just about stock swaps and cash payments. It represented a strategic convergence in the world of in-car entertainment, safety tech, and connected vehicles.

VOXX Brings:

• Automotive rear-seat entertainment systems

• Security and telematics products

• Smart TV and audio technologies

Gentex Offers:

• Rearview mirrors with integrated displays

• In-cabin monitoring systems

• Camera-based safety tech

Together, they’ll offer end-to-end driver and passenger solutions—a competitive edge as the auto industry pivots hard into digital and autonomous platforms.

What It Means for VOXX Shareholders

Once the deal is closed:

• Shareholders receive $7.50 per share in cash.

• All shares are cancelled and extinguished.

• VOXX becomes private, no longer trading on the public market.

You’ll lose any equity upside, but you get immediate cash—an attractive outcome, especially for long-term holders seeking liquidity.

Final Word

The VOXX-Gentex merger is a textbook example of how legacy tech players can evolve through strategic partnerships and acquisitions. With both companies aligned on innovation, connected cars, and next-gen vehicle solutions, this deal sets the stage for major moves in mobility tech.

For shareholders, the $7.50 offer brings immediate value, while the market watches to see how this fusion unfolds behind the scenes.

FAQs

When did the merger agreement happen?

December 17, 2024.

How much will VOXX shareholders get?

$7.50 per share in cash, no interest.

Is this a hostile takeover?

No. It was recommended by an independent committee, supported by the board, and backed by key shareholders.

What happens to VOXX stock?

Once the merger is finalized, VOXX stock will be delisted, and shareholders will be paid out.

Why was a special meeting needed?

Delaware law requires shareholder approval for mergers. The virtual meeting allowed VOXX to meet this requirement.

VOXX merger

VOXX merger