Bel Fuse Issues Shareholder Presentation and Mails Letter in Connection with Pulse Electronics' Upcoming Annual Meeting of Shareholders
Urges Shareholders to Vote the GOLD Proxy Card FOR the Election of Two Highly-Qualified, Independent Director Nominees
The full text of the letter follows:
VOTE YOUR GOLD PROXY CARD TODAY
Dear Pulse Electronics Shareholder:
DO NOT BE MISLED ABOUT THE FACTS
DEMAND ACCOUNTABILITY FROM THE PULSE BOARD
SEND A CLEAR MESSAGE THAT THE STATUS QUO IS NO LONGER ACCEPTABLE
The Board of Directors of
Listed below are a few important points you should consider when voting the GOLD proxy card.
FACTS ABOUT BEL'S OFFER TO PURCHASE PULSE
- In 2006, representatives from Bel and Pulse began discussing a framework for a potential business combination
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On
February 28, 2011 , Bel publicly offered to purchase Pulse for$6.00 per share - The Pulse Board summarily rejected Bel's proposal prior to making any attempt to engage with Bel to discuss a suitable valuation or transaction
- Both companies have agreed in the past that increasing raw material, labor and operating costs makes a Bel-Pulse combination very compelling for all shareholders
- Bel offered a significant premium for Pulse which is well above what analysts indicate Pulse is worth by itself
- Bel is willing to revise the offer price and the form of consideration to include cash and/or stock
- Bel is willing to collapse its A/B share structure if it makes the most sense for all shareholders
- Bel has the ability to finance and close the transaction quickly
YOUR LAST VOTE IS THE ONLY VOTE THAT COUNTS!
Return the GOLD proxy card today
FACTS ABOUT THE ELECTION OF DIRECTORS
- In an attempt to urge the Pulse Board to examine ALL options available for maximizing shareholder value, Bel nominated two well-respected individuals for election to the Pulse Board at Pulse's 2011 annual meeting of shareholders
- After Bel made its offer and submitted its director nominations, Pulse expanded the Board from 6 to 8 members and nominated three new director candidates
- Pulse is NOT making radical changes to address their past governance and performance concerns. If all of Pulse's nominees are elected, the Board will continue to consist of 4 of 8 directors associated with Pulse's past performance problems
- Bel is NOT seeking control of the Pulse Board. If elected, Bel's candidates will hold just 2 of 8 board seats
- Bel is NOT seeking to surreptitiously obtain Pulse's intellectual property by planting spies on the Pulse Board. Bel's nominees will be bound by the same confidentiality restrictions and fiduciary duties as every other board member
- Bel's nominees are NOT "hand-picked" associates of Bel. These candidates are ethical, highly-qualified and completely independent from Bel. Both candidates were introduced to Bel through a specialized corporate governance consulting company and are well-respected advocates for shareholder rights
- Bel's nominees are NOT seeking to be disruptive inside the Pulse boardroom. If elected, these candidates will seek to work constructively with the other directors to ensure your value is protected
VOTE YOUR GOLD PROXY CARD TODAY FOR TWO ETHICAL, HIGHLY-QUALIFIED ADVOCATES FOR IMPROVING SHAREHOLDER VALUE
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Public Company Board Experience | |
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Senior-Level Operating Experience | |
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Mergers & Acquisitions Expertise | |
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Independent Directors | |
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Advocates for Shareholder Rights |
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ABOUT BEL'S DIRECTOR NOMINEES |
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| Timothy E. Brog (Age 47) | |||||
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Education |
Relevant Experience |
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JD Fordham University School of Law |
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Chairman & CEO, Peerless Systems (NASDAQ: PRLS) |
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BA Tufts University |
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Former Managing Director, Locksmith Capital Management |
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Former Managing Director, E2 Investment Partners |
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Former President, Pembridge Capital Management |
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Founder and Former Managing Director, The Edwards Andrews Group |
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Director, Eco-Bat Technologies |
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Former Director, The Topps Company |
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Former Associate, Skadden, Arps, Slate, Meagher & Flom |
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| James Dennedy (Age 45) | |||||
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Education |
Relevant Experience |
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MBA Ohio State University |
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Principal and Chief Investment Officer, Arcadia Capital |
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MA Economics University of Colorado |
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Former Managing Partner, Hamilton-Madison Group |
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BS Economics United States Air Force Academy |
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Former President and CEO, Engyro Corporation |
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Former Managing Partner, Mitchell-Wright, LLC |
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Director, Agilysys, Inc. (NASDAQ: AGYS) |
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Former Director and Chairman of Audit Committee, NaviSite, Inc. |
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Former Director, I-Many, Inc. |
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Former Director, Entrust, Inc. |
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Former Director, Abridean, Inc. |
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If you have any questions about Bel's nominees, or would like to speak
with a representative from Bel to discuss this matter further, please
contact
| Sincerely, |
| Daniel Bernstein |
| Director, President and CEO |
| Bel Fuse Inc. |
"One thing rings with absolute clarity in my mind: the combination of Bel and our ECS would be not just company altering but, more importantly, industry altering. For those shareholders who chose to stay with the company, it could be a very, very lucrative deal over the next decade and one which neither of us can provide all by ourselves, at least not in the mid term, and probably not ever. The economics of this deal are just so compelling and we owe it to our respective shareholders to do what we can to explore it carefully and, if possible, make it happen."
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If you have any questions, require assistance in voting your GOLD
proxy card, or need additional copies of
|
Alliance Advisors |
| 200 Broadacres Drive, 3rd Floor |
| Bloomfield, NJ 07003 |
|
(973) 873-7706 (Call Collect) whassan@allianceadvisorsllc.com |
| Or CALL TOLL FREE (877)-777-5017 |
ADDITIONAL INFORMATION
This communication does not constitute an offer to buy or solicitation
of an offer to sell any securities. No tender offer for the shares of
# # #
ABOUT
FORWARD-LOOKING STATEMENTS
Except for historical information contained in this news release, the
matters discussed in this press release are forward-looking statements
that involve risks and uncertainties. Among the factors that could cause
actual results to differ materially from such statements are: the market
concerns facing our customers; the continuing viability of sectors that
rely on our products; the effects of business and economic conditions;
capacity and supply constraints or difficulties; product development,
commercializing or technological difficulties; the regulatory and trade
environment; risks associated with foreign currencies; uncertainties
associated with legal proceedings; the market's acceptance of Bel's new
products and competitive responses to those new products; and the risk
factors detailed from time to time in Bel's
# # #
|
Investor Inquiries: |
| Bel Fuse Inc. |
| Daniel Bernstein, President & CEO |
| Colin Dunn, Vice President Finance |
| (201) 432-0463 |
| or |
| Alliance Advisors, LLC |
| Peter Casey (973) 873-7710 |
| Waheed Hassan, CFA (973) 873-7706 |
|
Media Inquiries: |
| Hedge Fund Solutions, LLC |
| Damien Park |
| (215) 325-0514 |
President
& CEO
fax: 201-432-9542
www.belfuse.com
or
Investor
Contact:
310-477-3118
info@berkmanassociates.com
Source:
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