Amendment No. 4 to Schedule TO-T

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I1EqLi/9n3Vpi8q89DMOD8xWaNTlcf/tA1yWWyyXSPu6ENRRHyG7HkEp6cfJQj1t eZjMa863hseZBq+bFkMXig== 0001193125-09-118395.txt : 20090526 0001193125-09-118395.hdr.sgml : 20090525 20090526161631 ACCESSION NUMBER: 0001193125-09-118395 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090526 DATE AS OF CHANGE: 20090526 GROUP MEMBERS: IMAGE HOLDINGS CORPORATION GROUP MEMBERS: LAP SHUN (JOHN) HUI GROUP MEMBERS: RADISSON INVESTMENT LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INFOCUS CORP CENTRAL INDEX KEY: 0000845434 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 930932102 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41347 FILM NUMBER: 09852074 BUSINESS ADDRESS: STREET 1: 27700B SW PARKWAY AVE CITY: WILSONVILLE STATE: OR ZIP: 97070 BUSINESS PHONE: 5036858888 MAIL ADDRESS: STREET 1: 27700B SW PARKWAY AVE CITY: WILSONVILLE STATE: OR ZIP: 97070 FORMER COMPANY: FORMER CONFORMED NAME: IN FOCUS SYSTEMS INC DATE OF NAME CHANGE: 19930328 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INFOCUS CORP CENTRAL INDEX KEY: 0000845434 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 930932102 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41347 FILM NUMBER: 09852075 BUSINESS ADDRESS: STREET 1: 27700B SW PARKWAY AVE CITY: WILSONVILLE STATE: OR ZIP: 97070 BUSINESS PHONE: 5036858888 MAIL ADDRESS: STREET 1: 27700B SW PARKWAY AVE CITY: WILSONVILLE STATE: OR ZIP: 97070 FORMER COMPANY: FORMER CONFORMED NAME: IN FOCUS SYSTEMS INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IC Acquisition Corp. CENTRAL INDEX KEY: 0001461544 IRS NUMBER: 000000000 STATE OF INCORPORATION: OR FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 14726 RAMONA AVENUE STREET 2: SUITE 201 CITY: CHINO STATE: CA ZIP: 91710 BUSINESS PHONE: (909) 606-2345 MAIL ADDRESS: STREET 1: 14726 RAMONA AVENUE STREET 2: SUITE 201 CITY: CHINO STATE: CA ZIP: 91710 SC TO-T/A 1 dsctota.htm AMENDMENT NO. 4 TO SCHEDULE TO-T Amendment No. 4 to Schedule TO-T

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO/A

(Amendment No. 4)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

InFocus Corporation

(Name of Subject Company)

IC Acquisition Corp.

a wholly-owned subsidiary of

Image Holdings Corporation

a wholly-owned subsidiary of

Radisson Investment Limited

and

Lap Shun (John) Hui

(Name of Filing Persons, Offerors)

Common Shares, without par value

(Title of Class of Securities)

45665B106

(CUSIP Number of Class of Securities)

Lap Shun (John) Hui

President and Chief Executive Officer

14726 Ramona Avenue, Suite 201

Chino, California 91710

Telephone: (909) 597-1683

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Paul C. Lin, Esq.

Jones Day

555 South Flower Street, 50^th Floor

Los Angeles, California 90071

Telephone: (213) 243-2899

Calculation of Filing Fee


Transaction Valuation*		Amount of Filing Fee**
$42,306,450.70		$2,360.70

For purposes of calculating the filing fee only, the transaction value was calculated by multiplying $0.95, the per share tender offer price, by an aggregate of 44,533,106 shares of common stock of InFocus Corporation outstanding on a fully diluted basis, consisting of: (a) 40,669,516 common shares issued and outstanding and (b) 3,863,590 common shares subject to outstanding stock options.

**	The amount of the filing fee, calculated in accordance with Rule 0-11 of the Exchange Act and Fee Rate Advisory #5 for fiscal year 2009, issued March 11, 2009, is calculated by multiplying the transaction value by 0.0000558.

x	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing.

Amount Previously Paid: $2,360.70

Filing Party:

IC Acquisition Corp., Image Holdings Corporation,

Radisson Investment Limited and Lap Shun (John) Hui

Form or Registration No.: Schedule TO-T

Date Filed: April 27, 2009

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

third-party tender offer subject to Rule 14d-1.

issuer tender offer subject to Rule 13e-4.

going-private transaction subject to Rule 13e-3.

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: x

CUSIP No. 45665B106


1.		Names of Reporting Persons. IC Acquisition Corp
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization Oregon


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0 shares
		8. Shared Voting Power 37,338,451 shares (1)
		9. Sole Dispositive Power 0 shares
		10. Shared Dispositive Power 37,338,451 shares (1)


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 37,338,451 shares
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11) 91.0% (2)
14.		Type of Reporting Person (See Instructions) CO

(1)	Consists of Shares tendered in the Offer (as defined herein) by 12:00 midnight, New York City time, on May 22, 2009, the Expiration Date of the Offer (including 115,359 Shares tendered by guaranteed delivery procedures).

(2)	The calculation of this percentage is based on 41,021,759 total Shares outstanding as of 12:00 midnight, New York City time, on May 22, 2009, the Expiration Date of the Offer.

CUSIP No. 45665B106


1.		Names of Reporting Persons. Image Holdings Corporation
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization Oregon


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0 shares
		8. Shared Voting Power 37,338,451 shares (1)
		9. Sole Dispositive Power 0 shares
		10. Shared Dispositive Power 37,338,451 shares (1)


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 37,338,451 shares
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11) 91.0% (2)
14.		Type of Reporting Person (See Instructions) CO

(1)	Consists of Shares tendered in the Offer (as defined herein) by 12:00 midnight, New York City time, on May 22, 2009, the Expiration Date of the Offer (including 115,359 Shares tendered by guaranteed delivery procedures).

(2)	The calculation of this percentage is based on 41,021,759 total Shares outstanding as of 12:00 midnight, New York City time, on May 22, 2009, the Expiration Date of the Offer.

CUSIP No. 45665B106


1.		Names of Reporting Persons. Radison Investment Limited
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization Hong Kong


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0 shares
		8. Shared Voting Power 37,338,451 shares (1)
		9. Sole Dispositive Power 0 shares
		10. Shared Dispositive Power 37,338,451 shares (1)


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 37,338,451 shares
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11) 91.0% (2)
14.		Type of Reporting Person (See Instructions) CO

(1)	Consists of Shares tendered in the Offer (as defined herein) by 12:00 midnight, New York City time, on May 22, 2009, the Expiration Date of the Offer (including 115,359 Shares tendered by guaranteed delivery procedures).

(2)	The calculation of this percentage is based on 41,021,759 total Shares outstanding as of 12:00 midnight, New York City time, on May 22, 2009, the Expiration Date of the Offer.

CUSIP No. 45665B106


1.		Names of Reporting Persons. Mr. Lap Shun (John) Hui
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.		SEC Use Only
4.		Source of Funds (See Instructions) Not Applicable
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization Oregon


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0 shares
		8. Shared Voting Power 37,338,451 shares (1)
		9. Sole Dispositive Power 0 shares
		10. Shared Dispositive Power 37,338,451 shares (1)


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 37,338,451 shares
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11) 91.0% (2)
14.		Type of Reporting Person (See Instructions) CO

(1)	Consists of Shares tendered in the Offer (as defined herein) by 12:00 midnight, New York City time, on May 22, 2009, the Expiration Date of the Offer (including 115,359 Shares tendered by guaranteed delivery procedures).

(2)	The calculation of this percentage is based on 41,021,759 total Shares outstanding as of 12:00 midnight, New York City time, on May 22, 2009, the Expiration Date of the Offer.

INTRODUCTORY STATEMENT

This Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on April 27, 2009 (as amended or supplemented, the “Schedule TO”) by Radisson Investment Limited, a Hong Kong corporation (“Radisson”), Image Holdings Corporation, an Oregon corporation (“Image Holdings”) and a wholly-owned subsidiary of Radisson, IC Acquisition Corp., an Oregon corporation (“Purchaser”) and a wholly-owned subsidiary of Image Holdings, and Lap Shun (John) Hui, the sole shareholder of Radisson. The Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, without par value (the “InFocus Common Stock”), and the associated common share purchase rights issued pursuant to the Rights Agreement, dated as of January 7, 2009, between InFocus Corporation, an Oregon corporation (“InFocus”), and Mellon Investor Services LLC, a New Jersey limited liability company (together with the InFocus Common Stock, the “Shares”), of InFocus, at a price per Share of $0.95 net to the seller in cash, without interest and subject to any required withholding of taxes, on the terms and subject to the conditions set forth in the Offer to Purchase, dated April 27, 2009 (as it may be amended or supplemented, the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any amendments or supplements to the Offer to Purchase or to the Letter of Transmittal, collectively constitute the “Offer”), copies of which are attached to the Schedule TO as Exhibits (a)(1) and (a)(2), respectively.

As permitted by General Instruction G to Schedule TO, this Schedule TO also amends the Schedule 13D filed by Purchaser, Image Holdings, Radisson and Mr. Hui on April 20, 2009, with respect to the Shares.

Items 4, 8 and 11.

Items 4, 8 and 11 of the Schedule TO are hereby amended and supplemented to include the following:

“The Offer expired at 12:00 midnight, New York City time, on May 22, 2009. According to BNY Mellon Shareowner Services, the Depositary for the Offer, a total of 37,338,451 Shares were validly tendered and not validly withdrawn upon expiration of the offering period of the Offer (including 115,359 Shares subject to guaranteed delivery procedures), which represents approximately 91.0% of all outstanding Shares. Purchaser has accepted for payment all Shares validly tendered and not validly withdrawn in the Offer.

In order to complete the acquisition of 100% of the Shares, Purchaser intends to effect as soon as practicable, without a meeting of the shareholders of InFocus, a short-form merger pursuant to Section 60.491 of the Oregon Business Corporation Act, pursuant to which Purchaser will merge with and into InFocus (the “Merger”), with InFocus continuing as the surviving corporation and becoming a wholly owned subsidiary of Image Holdings. In the Merger, each outstanding Share that is not owned by Image Holdings, Purchaser, InFocus or any of their respective subsidiaries will be converted into the right to receive an amount of cash equal to the $0.95 per share Offer Price, without interest and subject to any required withholding of taxes. Because the Shares were listed on NASDAQ on the date notice was provided to shareholders under Section 60.491 of the OBCA for a short-form merger, holders of Shares are not entitled to dissenters’ rights in connection with the Merger.

Image Holdings and InFocus issued a joint press release on Tuesday, May 26, 2009, describing the completion of the Offer. The full text of the joint press release is attached hereto as Exhibit (a)(11) and is incorporated herein by reference.”

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding Exhibit (a)(11) below.


Exhibit No.		Document

* (a)(1)		Offer to Purchase, dated April 27, 2009.

* (a)(2)		Form of Letter of Transmittal.

* (a)(3)		Form of Notice of Guaranteed Delivery.



* (a)(4)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

* (a)(5)		Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

* (a)(6)		Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

* (a)(7)		Text of Press Release issued by InFocus Corporation on April 13, 2009 (incorporated by reference to the pre-commencement Schedule TO-C filed by Radisson, Image Holdings and Purchaser on April 13, 2009)

* (a)(8)		Form of Summary Advertisement published in the Wall Street Journal, dated April 27, 2009.

* (a)(9)		Text of Press Release issued by InFocus Corporation on May 15, 2009 (incorporated by reference to Exhibit (a)(11) of Amendment No. 2 to the Schedule 14D-9 filed by InFocus on May 15, 2009).

* (a)(10)		Letter to InFocus Employees from Lisa K. Prentice, Senior Vice President Finance, and Chief Financial Officer, dated May 19, 2009 (incorporated by reference to Exhibit (a)(12) of Amendment No. 3 to the Schedule 14D-9 filed by InFocus on May 19, 2009).

(a)(11)		Text of Joint Press Release issued by Image Holdings and InFocus Corporation on May 26, 2009.

* (b)(1)		Promissory Note, dated April 7, 2009, by and among Prisma Investment Co., Limited, Radisson, Image Holdings, Purchaser, and Lap Shun (John) Hui.

* (b)(2)		Pledge Agreement, dated April 7, 2009, by and among Prisma Investment Co., Limited, Radisson, Image Holdings, Purchaser, and Lap Shun (John) Hui.

* (d)(1)		Agreement and Plan of Merger, dated as of April 10, 2009, by and among Image Holdings, Purchaser and InFocus (incorporated by reference to Exhibit 2.1 to the pre-commencement Schedule 14D-9C filed by InFocus on April 13, 2009).

* (d)(2)		Tender and Support Agreement, dated as of April 10, 2009, by and among Image Holdings, Purchaser, Nery Capital Partners, L.P., John D. Abouchar, Peter D. Behrendt, Michael R. Hallman, Robert B. Ladd, Bernard T. Marren, Robert G. O’Malley, Lisa K. Prentice, Steven E. Stark, and Joseph P. O’Sullivan (incorporated by reference to Exhibit 10.2 to the pre-commencement Schedule 14D-9C filed by InFocus on April 13, 2009).

* (d)(3)		Escrow Agreement, dated as of April 10, 2009, by and among Image Holdings, Purchaser, InFocus and Comerica Bank (incorporated by reference to Exhibit 10.1 to the pre-commencement Schedule 14D-9C filed by InFocus on April 13, 2009).

* (d)(4)		Confidentiality Agreement, dated as October 28, 2008, between InFocus and Joui International, LLC.

* (d)(5)		Confidentiality Agreement, dated as of January 5, 2009, between InFocus and Joui International, LLC.

(g)		Not applicable.

(h)		Not applicable.

*	Filed previously.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 4 to Schedule TO is true, complete and correct.

Dated: May 26, 2009


RADISSON INVESTMENT LIMITED

By:		/s/ Lap Shun (John) Hui
		Name: Lap Shun (John) Hui
		Title: President


IMAGE HOLDINGS CORPORATION

By:		/s/ Lap Shun (John) Hui
		Name: Lap Shun (John) Hui
		Title: President


IC ACQUISITION CORP.

By:		/s/ Lap Shun (John) Hui
		Name: Lap Shun (John) Hui
		Title: President




		/s/ Lap Shun (John) Hui
		Lap Shun (John) Hui

INDEX OF EXHIBITS


Exhibit No.		Document

* (a)(1)		Offer to Purchase, dated April 27, 2009.

* (a)(2)		Form of Letter of Transmittal.

* (a)(3)		Form of Notice of Guaranteed Delivery.

* (a)(4)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

* (a)(5)		Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

* (a)(6)		Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

* (a)(7)		Text of Press Release issued by InFocus Corporation on April 13, 2009 (incorporated by reference to the pre-commencement Schedule TO-C filed by Radisson, Image Holdings and Purchaser on April 13, 2009)

* (a)(8)		Form of Summary Advertisement published in the Wall Street Journal, dated April 27, 2009.

* (a)(9)		Text of Press Release issued by InFocus Corporation on May 15, 2009 (incorporated by reference to Exhibit (a)(11) of Amendment No. 2 to the Schedule 14D-9 filed by InFocus on May 15, 2009).

* (a)(10)		Letter to InFocus Employees from Lisa K. Prentice, Senior Vice President Finance, and Chief Financial Officer, dated May 19, 2009 (incorporated by reference to Exhibit (a)(12) of Amendment No. 3 to the Schedule 14D-9 filed by InFocus on May 19, 2009).

(a)(11)		Text of Joint Press Release issued by Image Holdings and InFocus Corporation on May 26, 2009.

* (b)(1)		Promissory Note, dated April 7, 2009, by and among Prisma Investment Co., Limited, Radisson, Image Holdings, Purchaser, and Lap Shun (John) Hui.

* (b)(2)		Pledge Agreement, dated April 7, 2009, by and among Prisma Investment Co., Limited, Radisson, Image Holdings, Purchaser, and Lap Shun (John) Hui.

* (d)(1)		Agreement and Plan of Merger, dated as of April 10, 2009, by and among Image Holdings, Purchaser and InFocus (incorporated by reference to Exhibit 2.1 to the pre-commencement Schedule 14D-9C filed by InFocus on April 13, 2009).

* (d)(2)		Tender and Support Agreement, dated as of April 10, 2009, by and among Image Holdings, Purchaser, Nery Capital Partners, L.P., John D. Abouchar, Peter D. Behrendt, Michael R. Hallman, Robert B. Ladd, Bernard T. Marren, Robert G. O’Malley, Lisa K. Prentice, Steven E. Stark, and Joseph P. O’Sullivan (incorporated by reference to Exhibit 10.2 to the pre-commencement Schedule 14D-9C filed by InFocus on April 13, 2009).

* (d)(3)		Escrow Agreement, dated as of April 10, 2009, by and among Image Holdings, Purchaser, InFocus and Comerica Bank (incorporated by reference to Exhibit 10.1 to the pre-commencement Schedule 14D-9C filed by InFocus on April 13, 2009).

* (d)(4)		Confidentiality Agreement, dated as October 28, 2008, between InFocus and Joui International, LLC.

* (d)(5)		Confidentiality Agreement, dated as of January 5, 2009, between InFocus and Joui International, LLC.

(g)		Not applicable.

(h)		Not applicable.

*	Filed previously.

EX-99.(A) (11) 2 dex99a11.htm TEXT OF JOINT PRESS RELEASE ISSUED BY IMAGE HOLDINGS AND INFOCUS CORPORATION Text of Joint Press Release issued by Image Holdings and InFocus Corporation

Exhibit (a)(11)

Image Holdings Successfully Completes Tender Offer

for Shares of InFocus Corporation

WILSONVILLE, Ore.—Image Holdings Corporation, an Oregon corporation indirectly owned by John Hui, an accomplished entrepreneur and co-founder of e-Machines, today announced the successful completion of the tender offer by its wholly owned subsidiary, IC Acquisition Corp., to purchase all of the outstanding shares of common stock of InFocus Corporation (NASDAQ: INFS). The tender offer expired at 12:00 midnight, New York City time, on May 22, 2009.

The depositary for the tender offer has advised Image Holdings that a total of 37,338,451 shares of InFocus common stock were validly tendered and not validly withdrawn upon expiration of the offering period of the Offer, which represents approximately 91.0% of all InFocus’ outstanding shares of common stock. IC Acquisition Corp. has accepted for payment all InFocus shares validly tendered and not validly withdrawn in the tender offer.

In order to complete the acquisition of InFocus, IC Acquisition Corp. intends to effect a short-form merger as soon as legally permissible, without a meeting of the shareholders of InFocus, after which IC Acquisition Corp. will merge with and into InFocus, with InFocus becoming a wholly owned subsidiary of Image Holdings. In the merger, each outstanding share of InFocus common stock that is not owned by Image Holdings, IC Acquisition Corp., InFocus or any of their respective subsidiaries will be converted into the right to receive the same $0.95 per share, without interest and subject to any required withholding of taxes, that was paid in the tender offer. Holders of shares of InFocus common stock are not entitled to dissenters’ rights in connection with the merger.

“InFocus is a great brand and I assign significant value to the company’s extensive network of channel partners, innovative history and product leadership,” said John Hui, the controlling shareholder in Image Holdings. “I look forward to working with the InFocus management to return the company to a dominant position in the industry.”

“Just as the merger process closes, we open another chapter in the evolution of InFocus,” said Bob O’Malley, the president and CEO of InFocus. “Becoming a privately owned company will be good for InFocus customers, suppliers and employees. We will be able to shed the complexity of the public financial markets, prioritize longer term objectives and focus on what matters most to our customers – delivering innovative projection solutions.”

Averil Capital Markets Group, Inc. served as financial advisor to Image Holdings and IC Acquisition Corp, and Jones Day acted as legal advisor to Image Holdings and IC Acquisition Corp.

Thomas Weisel Partners LLC served as financial advisor to InFocus and its board of directors, and Garvey Schubert Barer acted as legal advisor to InFocus and its board of directors.

About John Hui

John Hui has more than 20 years of experience in technology, computer and computer-related businesses. Mr. Hui has successfully owned a number of tech-related operations and continues to acquire, build and sell various organizations today. His background includes founding and running KDS USA, a US$400 million distributor of monitors and notebooks; co-founding eMachines, a US$1 billion computer company, and its subsequent sale to Gateway, Inc.; and purchasing Packard-Bell BV, a European computer distributor, and its subsequent sale to Acer Inc. In addition to his background in the PC and related peripherals industries, Mr. Hui oversees various investments in the data storage, telecommunications, web applications and related I.T. areas. Mr. Hui is a US citizen and has lived in this country since 1973. He has BS and MBA degrees and is a certified internal auditor. He was a former Citicorp resident inspector (internal audit).

About InFocus Corporation

InFocus is the industry pioneer and a global leader in the digital projection market. The company’s digital projectors make bright ideas brilliant everywhere people gather to communicate and be entertained – in meetings, presentations, classrooms and living rooms around the world. Backed by more than 20 years of experience and innovation in digital projections, and over 245 patents, InFocus is dedicated to setting the industry standard for large format visual display. The company is based in Wilsonville, Oregon with operations in North America, Europe and Asia. InFocus is listed on NASDAQ under the symbol INFS. For more information, visit the company’s website at www.infocus.com.

Forward-Looking Statements

This press release contains forward-looking statements including statements concerning the proposed acquisition of InFocus and the expected completion of the transaction. Investors are cautioned that all forward-looking statements involve risks and uncertainties and several factors could cause actual results to differ materially from those in the forward-looking statements. Factors that could cause actual results to differ from these forward-looking statements include, but are not limited to, conditions affecting the industries in which InFocus operates, the parties’ ability to satisfy the conditions to and consummate the merger, the ability of InFocus to realize anticipated cost savings, and other risk factors found in the InFocus annual report on Form 10-K for the year ended December 31, 2008, and quarterly report on Form 10-Q for the period ended March 31, 2009. The forward-looking statements contained in this press release speak only as of the date on which they are made and InFocus, Image Holdings and Purchaser do not undertake any obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release, except as required by applicable law.

Averil Capital Markets Group, LLC

Diana Maranon, 310-553-5351

Managing Partner

dmaranon@averil.com

InFocus

Lisa K. Prentice, 503-685-8980

Chief Financial Officer

David Woolf, 503-685-8952

Vice President of Marketing

david.woolf@infocus.com

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