Zones, Inc. Announces End of Additional "Go-Shop" Period With No Additional Takeover Proposals Received
02 12월 2008 - 11:00PM
Marketwired
Zones, Inc. (the "Company," or "Zones"?) (NASDAQ: ZONS) announced
today the conclusion of the additional "go-shop" period
contemplated by the amended merger agreement between Zones and
Zones Acquisition Corp., a Washington corporation owned by Firoz
Lalji, the Company's Chief Executive Officer, Chairman of the Board
and majority shareholder. During the additional go-shop period,
Zones was permitted to initiate, solicit, encourage and enter into
and maintain discussions or negotiations regarding competing
takeover proposals. The Company was assisted in this process by
Cascadia Capital, LLC, the independent financial advisor to the
special committee of the Zones Board of Directors.
During the additional go-shop period, Cascadia Capital, LLC
contacted six potential transaction partners, none of which
expressed interest in pursuing a transaction likely to lead to a
takeover proposal as an alternative to the transaction contemplated
by the amended merger agreement. As a result, no party has
qualified as an excluded party under the terms of the amended
merger agreement, and the amended merger agreement now restricts
the Company's ability to, among other things, solicit or engage in
negotiations regarding competing takeover proposals.
In light of the conclusion of the additional go-shop period and
the absence of any excluded party, and unless Zones receives an
unsolicited superior proposal prior to obtaining shareholder
approval for the merger, Zones intends to continue working with
Zones Acquisition Corp. to complete the merger in a timely manner,
subject to satisfaction of the conditions set forth in the amended
merger agreement.
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.
Forward Looking Statements
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 occurrence of any event, change or other
circumstances that could give rise to the termination of the
amended 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 and the proxy
statement supplement related to the merger or the failure to
satisfy other conditions to consummation of the merger; the failure
to obtain the necessary debt and equity financing for the merger;
the failure of the merger to close for any other reason; and other
risks and uncertainties detailed in the Company's filings with the
Securities and Exchange Commission.
Information about the Previously Announced Merger and Where to
Find It
In connection with the proposed merger, Zones has filed a
definitive proxy statement, a proxy statement supplement and
related materials with the Securities and Exchange Commission.
INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE
DEFINITIVE PROXY STATEMENT AND THE PROXY STATEMENT SUPPLEMENT,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER AND THE PARTIES THERETO. Investors and security holders may
obtain a free copy of the definitive proxy statement, proxy
statement supplement and other documents filed by Zones at the
Securities and Exchange Commission's website at http://www.sec.gov.
The definitive proxy statement, proxy statement supplement and such
other documents may also be obtained for free from Zones by
directing such request to Zones, Inc., 1102 15th Street SW, Suite
102, Auburn, Washington 98001, Attention: Investor Relations;
Telephone (253) 205-3000.
Zones and its directors, executive officers and certain other
members of its management and employees may be deemed to be
participants in the solicitation of proxies from its shareholders
in connection with the proposed merger. Information regarding the
interests of Zones' participants in the solicitation is included in
the definitive proxy statement and proxy statement supplement.
Contact: Ronald McFadden Zones, Inc. Chief Financial Officer
253-205-3000
Zones (NASDAQ:ZONS)
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