RISCO Ltd. Launches Cash Tender Offer for International Electronics, Inc. for $3.50 Per Share
06 3월 2007 - 10:00PM
PR Newswire (US)
BOSTON, March 6 /PRNewswire/ -- RISCO Ltd., through Rokonet
Industries, U.S.A., Inc., its indirect wholly-owned subsidiary, is
today commencing a cash tender offer to purchase all of the
outstanding shares of International Electronics, Inc. (OTC:IEIB)
(BULLETIN BOARD: IEIB) not already owned by it for $3.50 per share.
The tender offer is currently scheduled to expire at 12:00
midnight, New York City time, on Monday, April 2, 2007, unless the
offer is extended. RISCO has communicated its offer to the Board of
Directors of International Electronics, Inc. by letter, a copy of
which is attached. The offer is not subject to or conditioned upon
any financing arrangements. The tender offer is subject to
customary conditions, including (i) there being validly tendered
and not withdrawn before the expiration of the offer a number of
shares of International Electronics Inc., which, together with the
shares then owned by RISCO Ltd. and its subsidiaries (including
Rokonet Industries, U.S.A., Inc.), represents at least 66-2/3% of
the total number of shares of International Electronics, Inc.
outstanding on a fully-diluted basis, and (ii) RISCO Ltd. being
satisfied that the requirements of the Massachusetts Control Share
Acquisition Statute and the Massachusetts Business Combination
Statute are either inapplicable to the offer to purchase and any
potential merger or other business combination thereafter or that
such requirements have been satisfied. MacKenzie Partners, Inc. is
the Information Agent for the tender offer and any questions or
requests for the Offer to Purchase and related materials with
respect to the tender offer may be directed to MacKenzie Partners,
Inc. THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS
NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY
SHARES. THE SOLICITATION AND THE OFFER TO BUY INTERNATIONAL
ELECTRONICS, INC. COMMON STOCK IS ONLY BEING MADE PURSUANT TO AN
OFFER TO PURCHASE AND RELATED MATERIALS THAT ROKONET INDUSTRIES,
U.S.A., INC. WILL FILE WITH THE SECURITIES AND EXCHANGE COMMISSION.
INTERNATIONAL ELECTRONICS, INC. STOCKHOLDERS SHOULD READ THESE
MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION,
INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. STOCKHOLDERS WILL
BE ABLE TO OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS WITH
RESPECT TO THE TENDER OFFER FREE AT THE SEC'S WEBSITE AT
WWW.SEC.GOV OR FROM ROKONET INDUSTRIES, U.S.A., INC. BY CONTACTING
MACKENZIE PARTNERS, INC. TOLL-FREE AT 1-800-322-2885 OR COLLECT AT
1-212-929-5500 OR VIA EMAIL AT [RISCO Letterhead] BY HAND By
Registered and Certified Mail Return Receipt Requested March 6,
2007 Board of Directors International Electronics, Inc. 427
Turnpike Street Canton, Massachusetts 02021 Ladies and Gentlemen:
RISCO Ltd. ("RISCO"), beneficial owner of 500 shares of
International Electronics, Inc. common stock, has commenced a
tender offer to acquire, subject to certain conditions, all of the
outstanding shares of International Electronics, Inc. ("IEI") at a
price of $3.50 per share in cash through its wholly-owned
subsidiary, Rokonet Industries, U.S.A., Inc. ("Rokonet USA"). RISCO
has attempted to discuss an amicable transaction with IEI
management on several occasions over the past several months, and
submitted a written acquisition offer for $2.70 per share on
October 31, representing a premium over the then trading price of
IEI shares of more than 75%. Our proposals have not been met with
serious discussion. IEI's refusal to negotiate with us in good
faith has left us no choice but to commence our current offer at
this time. Rationale for Offer. Our offer represents a premium over
the last sale price of IEI's common stock on March 5, 2007 of more
than 17% and a premium over the last sales price of IEI common
stock on October 31, 2006, the date of our last offer to acquire
IEI, of more than 106%. As we have maintained in our discussions
with IEI management, we believe it is in the best interests of IEI
stockholders to enter into a negotiated and definitive acquisition
agreement as soon as possible. Unfortunately, to date IEI
management has deprived IEI stockholders of an opportunity to make
their own decision with respect to a sale of their shares by
refusing to discuss our proposal with us in any detail. Our
proposal represents an outstanding opportunity to IEI, its Board of
Directors, stockholders and employees at a critical juncture. IEI
has generated net losses in each of 12 of its most recent 13 fiscal
quarters and its stock price has been largely flat or trending
downward for several years, excluding the period following our
October 31 offer. IEI has been delisted from NASDAQ and its common
stock is extremely illiquid. IEI is on its third outside auditor in
less than two years and undoubtedly faces increased burdens of
being a public company in light of Sarbanes-Oxley and addressing
public company issues driven by news headlines (such as option
issuance practices). While IEI may be working hard to execute its
strategic plan, there is little evidence that the plan promises to
deliver stockholders a return on their investment approaching the
immediate return our offer will provide. Our proposal also offers
IEI and its employees an exciting opportunity to join a leading
multinational integrated security and building management company
with a proven track record of successful growth. Demand for
Meeting. RISCO hereby reiterates its demand that IEI convene a
special meeting of its stockholders to authorize voting rights for
the shares of IEI common stock RISCO and Rokonet USA acquire in the
tender offer, which would constitute a "control share acquisition"
within the meaning of Chapter 110D of the Massachusetts General
Laws (the "Control Share Statute"). We have enclosed a "control
share acquisition statement" required by the Control Share Statute.
In accordance with section 4 of the Control Share Statute, IEI must
call the special meeting within 10 days of the date hereof and the
meeting must be held not later than 50 days after the date hereof,
or April 25, 2007. In order to avoid costly delays and disputes, we
recommend that our respective legal counsels confer as soon as
possible on the text of the proposed stockholder resolution and
other technical matters related to the meeting. RISCO hereby
undertakes to pay all reasonable expenses of IEI incurred in
connection with the special meeting, but not including any expenses
incurred opposing the vote to authorize voting rights for the
shares we intend to acquire. Demand for Stockholder List. In
addition, we have enclosed a demand, under Rule 14d-5(a) of the
Securities Exchange Act of 1934, as amended (the "Securities
Exchange Act"), to receive from IEI its most recently prepared
stockholder list or, if such list was prepared as of a date earlier
than ten business days before the date hereof, a newly prepared
list as of the most recent practicable date, which shall be no more
than ten business days prior to the date hereof. Your timely
response in accordance with Rule 14d-5(a) of the Securities
Exchange Act should be directed to the individuals named below.
Demand for Inspection Rights. Finally, we also demand access to IEI
to inspect and copy certain IEI records as permitted by Section
16.02 of the Massachusetts Business Corporation Act. Our demand
includes access to a list of IEI stockholders (including their
names and addresses showing the number of shares each holds, as
well as all information in IEI's possession relating to the
beneficial owners of IEI shares (commonly referred to as the "NOBO"
list)), the bylaws of IEI, including all amendments, and excerpts
from minutes reflecting action taken at any meeting of the board of
directors, records of any action of a committee of the board of
directors while acting on behalf of the corporation, minutes of any
meeting of the stockholders, and records of any action taken by the
stockholders or board of directors without a meeting, in each case
within the last three years. We request that these records be made
available to RISCO and its representatives not later than March 13,
2007. The purposes of our demand are several, including (i) to
better ensure dissemination of our offer to all stockholders, (ii)
to communicate with fellow stockholders regarding the matters
described in our control share acquisition statement and their
voting thereon, and (iii) potentially soliciting proxies in order
to change management and/or the by-laws of IEI. To the extent any
such records contain material, nonpublic information, RISCO is
prepared to enter into a suitable confidentiality agreement on
customary terms to permit disclosure of such information. We call
your attention to the provisions of Massachusetts law imposing
liability on corporate officials who improperly fail to comply with
requests such as those made in this letter. Notwithstanding the
commencement of our offer and the enclosed demands, we continue to
be ready to meet with the IEI Board of Directors and its
representatives as soon as possible to discuss our offer. Please
contact Lior Samuelson of Mercator Capital, at 703-995-5525
(e-mail: ), or John Utzschneider of Bingham McCutchen LLP at
617-951-8852 (e-mail: ) to discuss any questions the Board might
have. We continue to believe our offer represents the best
opportunity for IEI stockholders to realize value on their shares.
We urge you to facilitate the ability of the IEI stockholders to
make their own decision as to whether they agree with our view. If
the IEI Board of Directors and management continue to try to
obstruct our offer, we are prepared to take all steps necessary to
ensure that IEI stockholders have the opportunity to benefit from
it. Very truly yours, /s/ Moshe Alkelai Moshe Alkelai Chairman of
the Board Cc: Albert Janjigian Diane Balcom Leslie Charm
DATASOURCE: RISCO Ltd. CONTACT: Bob Marese, +1-212-929-5045, or Lex
Flesher, +1-212-929-5397, both of MacKenzie Partners, Inc., for
RISCO Ltd.
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