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Bel Fuse Inc.
206 Van Vorst Street
Jersey City, NJ 07302
www.belfuse.com
tel 201.432.0463
fax 201.432.9542
Filed by Bel Fuse Inc.
Pursuant to Rule 425 under the Securities Act of
1933 and deemed filed pursuant to Rule
14a-12 under the Securities Exchange Act of 1934
Subject Company: Artesyn Technologies, Inc.
Commission File No. 0-4466
FOR IMMEDIATE RELEASE
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INVESTOR CONTACT: COMPANY CONTACT:
Neil Berkman Associates Daniel Bernstein
(310) 277-5162 President
info@berkmanassociates.com (201) 432-0463
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BEL REITERATES PROPOSAL TO MERGE
WITH ARTESYN TECHNOLOGIES
JERSEY CITY, N.J. -- September 23, 2004 -- BEL FUSE INC.
(NASDAQ:BELFA & NASDAQ:BELFB) announced today that it remains committed to
pursuing a possible acquisition of Artesyn Technologies, Inc. and
reiterated its proposal for a stock for stock merger in which Bel would
issue 0.265 shares of its Class B common stock for each share of Artesyn
stock.
Daniel Bernstein, President and Chief Executive Officer of Bel,
stated "I am extremely disappointed that Artesyn's board has declined all
of our offers to meet and review our proposal. It is not at all obvious to
me or our board how Artesyn can determine the adequacy of our proposal
when we have not yet had a chance to discuss our strategic plan and the
benefits we see in a combination."
Mr. Bernstein added, "We continue to believe that our merger proposal
represents a sound and compelling proposition for both sets of
shareholders. As we stated in our August 31, 2004 letter to Artesyn, we
believe that the proposed strategic combination of Artesyn and Bel would
create one of the strongest electro-mechanical vendors in the world,
supplying a broad array of components and subsystems to most of the
leading computing, networking and telecommunications companies around the
globe. In our view, Artesyn shareholders would not only receive a
significant premium over the share price in effect prior to our previously
announced purchases of Artesyn common stock, but they would also maintain
ownership in a company which we believe would have a significantly greater
opportunity for growth and stock price appreciation going forward."
Mr. Bernstein noted that while Artesyn's stock has underperformed
most of the major indices, including the S&P 500 and the NASDAQ Composite
Index, over the past five years, Bel's stock has outperformed these
indices and has appreciated by more than 140% during the same time period.
For the two and a half years ended June 30, 2004, Bel's cumulative net
earnings amounted to $26,243,000, while Artesyn lost $119,449,000. In
addition, Bel's total shareholders' equity at the end of the most recent
quarter was approximately one third larger than Artesyn's.
Mr. Bernstein concluded that Bel remains willing to entertain
negotiations with Artesyn regarding a transaction and would welcome the
opportunity to consider non-public information about Artesyn in order to
determine if any enhanced values might be demonstrated by such
information.
Bel will discuss this press release during a conference call at 4:15
p.m. EDT on Monday, September 27, 2004. You can dial-in for the live call
at (212) 896-6010, reservation #21209487. The live call can be accessed
from the Investor Info link at www.BelFuse.com. The webcast will be
archived and available for replay after 6:00 p.m. EDT at this same
Internet address. For a telephone replay, dial (800) 633-8284 (domestic),
or (402) 977-9140 (international), reservation #21197488 after 6:00 p.m.
EDT.
(more)
BEL REITERATES PROPOSAL TO MERGE WITH ARTESYN TECHNOLOGIES
September 23, 2004
Page Two
ABOUT BEL
Bel (www.belfuse.com) and its subsidiaries are primarily engaged in the
design, manufacture and sale of products used in networking, telecommunications,
high speed data transmission, automotive and consumer electronics. Products
include magnetics (discrete components, power transformers and MagJack(R)
connectors with integrated magnetics), modules (DC/DC converters, integrated
analog front end modules, custom designs), circuit protection (miniature, micro
and surface mount fuses) and interconnect devices (passive jacks, plugs and
cable assemblies). The Company operates facilities around the world.
SAFE HARBOR STATEMENT
The non-historical statements in this press release constitute
"forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are based on currently
available competitive, financial and economic data and management's views and
assumptions regarding future events. Such forward-looking statements are
inherently uncertain. Bel cannot provide assurances that the proposal described
in this press release will be successfully completed nor that we will realize
the anticipated benefits of any transaction. Actual results may differ
materially from those projected as a result of certain risks and uncertainties,
including but not limited to: achievement of the expected annual savings and
synergies from the proposed business combination; competitive product and
pricing pressures; any future legal proceedings, including any litigation with
respect to the proposal; as well as other risks and uncertainties, including but
not limited to those detailed herein and from time to time in Bel's Securities
and Exchange Commission filings.
OTHER INFORMATION
If Artesyn accepts Bel's proposal, it is expected that Artesyn and Bel
will file a joint proxy statement/prospectus and other relevant documents
concerning the proposed transaction with the SEC. IF ARTESYN ACCEPTS BEL'S
PROPOSAL AND SUCH A JOINT PROXY STATEMENT/PROSPECTUS IS FILED, INVESTORS ARE
URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND
ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ON THE PROPOSED TRANSACTION. Investors will be able to
obtain any such filed documents free of charge at the SEC's website
(www.sec.gov). In addition, documents filed with the SEC by Bel with respect to
the proposed transaction may be obtained free of charge by writing to Bel Fuse
Inc., 206 Van Vorst Street, Jersey City, New Jersey 07032 (Attn: Investor
Relations) or by calling 201-432-0463.
IF ARTESYN ACCEPTS BEL'S PROPOSAL AND SUCH A JOINT PROXY
STATEMENT/PROSPECTUS IS FILED, INVESTORS SHOULD READ THE JOINT PROXY
STATEMENT/PROSPECTUS CAREFULLY WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION.
Bel and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Bel shareholders. If Artesyn
accepts Bel's proposal, Artesyn and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from Artesyn
shareholders. Shareholders may obtain additional information regarding the
interests of such participants by reading the joint proxy statement/prospectus
when it becomes available.
Note: This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares of Artesyn or Bel. Should any such offer be commenced, Bel
will file and deliver all forms, notices and documents required under state and
federal law.
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