RISCO Extends Tender Offer; Seeks To Enjoin IEI's Unlawful Use of Mass Statute To Subvert Shareholder Vote
27 3월 2007 - 10:00PM
PR Newswire (US)
BOSTON, March 27 /PRNewswire-FirstCall/ -- Rokonet Industries,
U.S.A., Inc., a wholly-owned subsidiary of RISCO Ltd. (RISCO),
announced today that it has extended its $3.50 per share cash
tender offer for all of the common stock of International
Electronics, Inc. (IEI) (OTC:IEIB) (BULLETIN BOARD: IEIB) not
already owned by it or its subsidiaries to 12:00 Midnight, New York
City time, on Thursday, April 26, 2007. The tender offer was
previously set to expire at 12:00 Midnight, New York City time, on
Monday, April 2, 2007. The extension of the tender offer is
intended to provide additional time for IEI to convene a special
meeting of its stockholders that RISCO demanded under the
Massachusetts Control Share Acquisition Statute to approve voting
rights of any IEI shares RISCO may acquire in its offer. IEI has
announced that it intends to hold a stockholders meeting on April
25, 2007 for such purpose. As of the close of business on March 23,
2007, approximately 1,055 IEI shares had been tendered in and not
withdrawn from the offer. RISCO has also filed a complaint in the
U.S. District Court of the District of Massachusetts against IEI
and its board of directors. RISCO is seeking, in addition to other
remedies, a preliminary injunction to enjoin IEI and its board of
directors from violating the Massachusetts Control Share
Acquisition Statute. In preliminary proxy materials filed with the
Securities Exchange Commission for the April 25 shareholders'
meeting, IEI seeks to "bootstrap" certain conditions to RISCO's
tender offer into conditions to the IEI stockholder vote -- a
maneuver designed to prevent RISCO from amending or waiving its
conditions in the future as it is permitted to do under the terms
of its offer and federal securities law, without seeking yet
another shareholder vote. "The lengths the IEI board will go to
entrench itself and prevent stockholders from taking advantage of
RISCO's all cash offer continue to amaze me," said RISCO Chairman,
Moshe Alkelai. "The board is clearly afraid that a straightforward
up or down vote on our proposal will lead to stockholders choosing
RISCO's offer -- it is trying to use technical legal maneuvers to
subvert the shareholder vote and make it more difficult for RISCO
to close its offer. The IEI board should allow its stockholders to
vote on RISCO's offer." MacKenzie Partners, Inc. is the Information
Agent for RISCO's 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. Additional
Information and Where to Find It This communication may be deemed
to be solicitation material in respect of the solicitation of
proxies of Rokonet Industries, U.S.A., Inc. from stockholders of
IEI in connection with the special meeting of IEI stockholders
expected to be held on April 25, 2007. Rokonet Industries, U.S.A.,
Inc. will file a definitive proxy statement on Schedule 14A. IEI
STOCKHOLDERS SHOULD READ THOSE MATERIALS CAREFULLY BECAUSE THEY
CONTAIN IMPORTANT INFORMATION REGARDING RISCO'S PROPOSAL.
Stockholders will be able to obtain the proxy statement and related
materials with respect to the special meeting free at the SEC's
website at http://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 . The
offer to buy IEI common stock is only being made pursuant to an
offer to purchase and related materials that Rokonet Industries,
U.S.A., Inc. has filed with the SEC. IEI 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 at the SEC's
website at http://www.sec.gov/ or from Rokonet Industries, U.S.A.,
Inc. by contact Mackenzie Partners, Inc. toll free at
1-800-322-2885 or collect at 1-212-929-5500 or via email at .
Participants in Solicitation Rokonet Industries, U.S.A., Inc. and
its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the holders of IEI
common stock in respect of the proposed special meeting of
stockholders. Certain information about such persons and their
interest in the solicitation will be contained in the proxy
statement regarding the special meeting, when it becomes available.
DATASOURCE: Rokonet Industries, U.S.A., Inc. CONTACT: Bob Marese,
+1-212-929-5045, Lex Flesher: +1-212-929-5397, both of MacKenzie
Partners, Inc. for Rokonet Industries, U.S.A., Inc.
Copyright