Merisel, Inc. Announces Developments Relating to Its Agreement to Be Acquired by an Affiliate of American Capital Strategies, Lt
10 5월 2008 - 5:10AM
Marketwired
NEW YORK, NY ("Merisel"), a leading provider of visual
communications and brand imaging solutions to the consumer
products, retail, advertising and entertainment industries,
announced on March 28, 2008 that it had entered into an agreement
and plan of merger (the "Merger Agreement") pursuant to which it
would be acquired by TU Holdings, Inc., a wholly owned portfolio
company of American Capital Strategies, Ltd. (NASDAQ: ACAS)
("ACAS"), for $5.75 per share in cash.
On May 4 and May 6, 2008, representatives of ACAS informed
Merisel's financial and legal advisors that ACAS currently does not
intend to proceed with the acquisition of Merisel at $5.75 per
share in cash in accordance with the terms of the Merger Agreement.
According to the representatives of ACAS, ACAS desires to
renegotiate the terms of the transaction (specifically, the per
share purchase price) in light of ACAS' view of the performance of
Merisel's business during the first quarter of 2008. The Merger
Agreement remains in full force and effect, and Merisel has
performed, and is performing, all of its obligations under, and is
not in violation of, the Merger Agreement. Merisel filed a
definitive proxy statement relating to the proposed transaction
with the Securities and Exchange Commission (the "SEC") on May 9,
2008, and is submitting the Merger Agreement to its stockholders
for adoption as required by the Merger Agreement. If TU Holdings
breaches its covenant to consummate the merger contained in the
Merger Agreement, and Merisel terminates the Merger Agreement on
account of such breach, TU Holdings and ACAS are obligated to pay
Merisel a $3.5 million reverse termination fee. However, Merisel
cannot compel TU Holdings or ACAS to complete the merger; in the
event of such breach by TU Holdings, Merisel will only be entitled
to the reverse termination fee in accordance with the terms of the
Merger Agreement. The meeting of Merisel's stockholders to adopt
the Merger Agreement is scheduled for June 10, 2008.
Cautionary Statement
This press release may contain forward-looking information
regarding Merisel and the pending transaction that is intended to
be covered by the safe harbor for "forward-looking statements"
provided by the Private Securities Litigation Reform Act of 1995.
Any such forward-looking statements are inherently speculative and
are based on currently available information, operating plans,
projections and expectations about future events and trends. As
such, they are subject to numerous risks and uncertainties. Actual
performance, results and outcomes may be significantly different
from expectations. Merisel undertakes no obligation to update any
such forward-looking statements. Please see Merisel's filings with
the SEC, including the Merisel's Annual Report on Form 10-K for the
year ended December 31, 2007, and its definitive proxy statement
filed on May 9, 2008, in connection with the transaction, for a
discussion of specific risks that may affect the performance of
Merisel and the completion of the transaction.
Important Merger Information
Merisel has filed a definitive proxy statement with the
Securities and Exchange Commission (the "SEC") on May 9, 2008, with
respect to the foregoing transaction. Investors are urged to read
the proxy statement because it contains important information.
Investors will be able to obtain a free copy of the proxy
statement, without charge, at the SEC's website
(http://www.sec.gov). Copies of the proxy statement can also be
obtained, without charge, by directing a request to Merisel, Inc.,
Attention: Chief Financial Officer, 127 West 30th Street, 5th
Floor, New York, New York 10001, (212) 594-4800.
About Merisel
Merisel, headquartered in New York, N.Y. is a leading visual
communications and brand imaging solutions provider to its clients.
Merisel provides a broad portfolio of digital and graphic services
to clients in the retail, manufacturing, beverage, cosmetic,
advertising, entertainment and consumer packaged goods industries.
These solutions are delivered to clients through its portfolio
companies: ColorEdge, Crush Creative, Comp 24, It's in the Works,
Dennis Curtin Studios, AdProps, and Fuel Digital. Merisel has sales
offices in New York City, Atlanta, Los Angeles, Orlando, and
Portland, Oregon, and production facilities in New York, New
Jersey, Atlanta and Los Angeles to ensure the highest quality
solutions and services to its clients. Learn more at
www.merisel.com.
Contact: Jon Peterson (212) 502-6570 Email Contact
American Capital Strategies (NASDAQ:ACAS)
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American Capital Strategies (NASDAQ:ACAS)
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