VTech to Acquire US based LeapFrog Enterprises

HONG KONG and EMERYVILLE, Calif., Feb. 5, 2016 /PRNewswire/ -- VTech Holdings Limited (VTech, HKSE: 303),a global leader in electronic learning products and cordless telephones, and LeapFrog Enterprises, Inc. (LeapFrog, NYSE: LF), a leading developer of educational entertainment for children, today announced that the two companies have entered into a merger agreement whereby VTech will acquire LeapFrog.

VTech plans to acquire 100% of the outstanding common stock of LeapFrog through an all cash tender offer followed by a second-step merger. In the tender offer, VTech will offer LeapFrog investors US$1.00 per share for LeapFrog's Class A and Class B shares, which represents a 75.4% premium over the closing price of LeapFrog's Class A shares on 4 February 2016. The total purchase consideration amounts to approximately US$72 million. VTech will fund the tender offer through internal resources.

The tender offer is expected to commence on or about 3 March 2016, and will be open for a minimum of 20 business days. The closing of the transaction is subject to satisfaction of certain conditions set forth in the merger agreement, which has been unanimously approved by the Boards of Directors of both companies. LeapFrog's Board has agreed to unanimously recommend to its stockholders that they tender their shares of LeapFrog common stock pursuant to the tender offer.

"We are delighted to have the LeapFrog brand joining VTech, bringing together two of the great names in children's learning and entertainment," said Allan Wong, Chairman and Group CEO of VTech Holdings Limited. "VTech has been a pioneer in the electronic learning toy category for 35 years. The acquisition will allow us to offer the broadest portfolio of products that enhances the education and development of children across the world, while bringing them fun and joy."

"We believe this is a terrific opportunity for our employees, customers, and shareholders," said Bill Chiasson, the Chairman of LeapFrog's Board of Directors. "The acquisition and future investment by VTech will be instrumental to helping the LeapFrog brand achieve the mission of helping each child achieve their potential. Importantly, too, this transaction also rewards our shareholders with a significant premium from recent trading levels."

About LeapFrog LeapFrog Enterprises, Inc. is the leader in innovative solutions that encourage a child's curiosity and love of learning throughout their early developmental journey. For 20 years, LeapFrog has helped children expand their knowledge and imagination through award-winning products that combine state-of-the-art educational expertise led by the LeapFrog Learning Team, innovative technology, and engaging play – turning playtime into quality time. LeapFrog's proprietary learning tablets and ground-breaking developmental games, learn to read and write systems, interactive learning toys and more are designed to create personalised experiences that encourage, excite and build confidence in children. LeapFrog is based in Emeryville, California, and was founded in 1995 by a father who revolutionised technology-based learning solutions to help his child learn how to read. Lean more at www.leapfrog.com.

About VTech VTech is the global leader in electronic learning products from infancy to preschool and the world's largest manufacturer of cordless phones. It also provides highly sought-after contract manufacturing services. Founded in 1976, VTech has been a pioneer in the electronic learning toy category with cutting-edge and innovative products that provide fun and learning to children across the world. By leveraging the decades of success, VTech continues to provide a diverse collection of telecommunication products that elevate the consumer experience with state-of-the-art technology and design. The Group is also one of the world's leading electronic manufacturing service providers, offering world-class, full turnkey services to customers in a number of product categories. The Group's mission is to design, manufacture and supply innovative and high quality products in a manner that minimises any impact on the environment, while creating sustainable value for its stakeholders and the community. For more information, please visit www.vtech.com.