Zones Updates 2009 Projections and Announces Preliminary Understanding on Reduced Going-Private Transaction Price of $7.00 per S
08 11월 2008 - 11:10AM
Marketwired
Zones, Inc. (NASDAQ: ZONS) announced today that, in order to
reflect changed general economic conditions, it has updated its
financial projections for 2009 and has reached a preliminary
understanding relative to a reduced price and other revised terms
for its going-private transaction with Zones Acquisition Corp.
("ZAC"), which is owned by Firoz H. Lalji, Zones' Chairman of the
Board, Chief Executive Officer and majority shareholder.
The financial projections disclosed in Zones' proxy statement
for the going-private transaction used a sales growth rate
assumption of between 9% and 11% per year for the next several
years, based on economic and industry conditions in July of 2008.
The updated financial projections assume, in light of current
economic conditions, an 11.1% decline in 2009 sales compared to
projected 2008 sales. A summary of certain elements of the updated
2009 financial projections is set forth below, with a comparison to
the comparable projections for those elements set forth previously
in the proxy statement (both columns in millions):
Updated Previous 2009 Projection
2009 Projection in Proxy Statement
------------------------ ------------------------
Revenue $590.2 $733.5
Gross Profit 65.3 84.6
Net Income 1.8 10.8
In light of the updated 2009 financial projections, Mr. Lalji,
on behalf of ZAC, has indicated to the special committee of Zones'
board of directors that he believes the surviving corporation would
find it difficult to remain within the lender's financial covenants
if it borrows the previously contemplated amount of debt financing
required to consummate the going-private transaction at a price of
$8.65 per share. In order to reduce the risks to and increase the
certainty of closing the transaction, ZAC and the special committee
have reached a preliminary understanding to amend the price and
certain other terms of the going-private transaction, that would
provide for each share of Zones common stock (other than those held
by Mr. Lalji and certain of his related parties) to be converted
into the right to receive $7.00 in cash upon closing of the
transaction, without interest and less any applicable withholding
taxes.
The parties are proceeding with definitive amendment documents
to reflect the revised price and terms, and expect those documents
to be completed shortly. Assuming the revised definitive agreements
are finalized, Zones will send supplemental proxy materials to
shareholders, and expects to convene the special shareholders
meeting as scheduled on November 19, 2008 but immediately adjourn
it until a later meeting date in December 2008.
About Zones, Inc.
Zones, Inc. is a single-source direct marketing reseller of
name-brand information technology products to the
small-to-medium-sized business market, enterprise accounts and
public sector accounts. Zones sells these products through outbound
and inbound account executives, a national field sales force,
catalogs and the Internet. Zones offers more than 150,000 products
from leading manufacturers including Adobe, Apple, Avaya, Cisco,
HP, IBM, Kingston, Lenovo, Microsoft, NEC, Nortel Networks, Sony,
Symantec and Toshiba.
Incorporated in 1988, Zones, Inc. is headquartered in Auburn,
Washington. Buying information is available at
http://www.zones.com, or by calling 800-258-2088. The Company's
investor relations information can be accessed online at
www.zones.com/IR.
This press release may contain statements that are
forward-looking. These statements are made pursuant to the safe
harbor provision of the Private Securities Litigation Reform Act of
1995. These statements are based on current expectations that are
subject to risks and uncertainties that could cause actual results
to differ materially from historical results or those anticipated.
These risk factors include, without limitation, the effect of
fluctuating or unfavorable economic conditions on IT purchasing
trends and price competition, and Zones' ability to appropriately
react to those changing conditions; the inherent uncertainties
involved in projections of financial results, which are, at best,
estimations of future performance and are significantly more
unreliable in times of economic turbulence; future growth; account
executive hiring and productivity; increased expenses of being a
public company; pressure on margin; competition; state tax
uncertainties; rapid technological change and inventory
obsolescence; reliance on vendor relationships; dependence on
personnel; potential disruption of business from information
systems failure; reliance on outsourced distribution; variations in
gross profit margin percentages due to vendor programs and credits,
product and customer mix, pricing strategies, and economic
conditions; the potential failure of the parties to agree upon and
sign definitive documents amending the terms of the going-private
transaction; the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement for the going-private transaction; the inability to
complete the going-private transaction due to the failure to obtain
the company shareholder approval or the special shareholder
approval described in the proxy statement or the failure to satisfy
other conditions to consummation of the going-private transaction;
the failure to obtain the necessary debt and equity financing for
the going-private transaction; the failure of the going-private
transaction to close for any other reason; and other risks and
uncertainties detailed in the Company's filings with the SEC.
Contact: Ronald McFadden Zones, Inc. Chief Financial Officer
253-205-3000
Zones (NASDAQ:ZONS)
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