Bell Microproducts Inc. (Nasdaq:BELM) today announced that
RiskMetrics Group (formerly Institutional Shareholder Services) and
Glass Lewis, two leading independent proxy advisory firms, have
recommended that Bell Micro's shareholders vote "For" approval of
the proposed acquisition by Avnet at a special meeting of
shareholders on June 28, 2010, at 2:00 p.m. Pacific Time.
RiskMetrics Group and Glass Lewis have also recommended that
shareholders vote "For" the proposal to adjourn the special
meeting, if necessary, to solicit additional proxies in favor of
the proposed transaction.
On March 28, 2010, Bell Micro entered into a definitive
agreement to be acquired by Avnet in a cash merger for $7.00 per
share. The proposed transaction has a value of approximately $631
million, which is based upon an equity value of approximately $252
million and Bell Micro's debt position, at face value and net of
cash, of $379 million at March 31, 2010.
The analysis and voting recommendations of RiskMetrics Group and
Glass Lewis are relied upon by hundreds of major institutional
investment funds, mutual funds and fiduciaries across the
country.
"Receiving the recommendation of the two industry-leading proxy
advisory firms, RiskMetrics Group and Glass Lewis, is a strong sign
that this acquisition provides superior value to Bell Micro's
shareholders," said W. Donald Bell, President and Chief Executive
Officer of the Company. "We feel that this combination is a
win for our investors, customers and employees."
Bell Micro's Board of Directors recommends that shareholders
vote in favor of the merger. Each shareholder vote is very
important, regardless of the number of shares owned. The
approval of the merger proposal requires the affirmative vote of
the holders of a majority of the outstanding shares of our common
stock. If a shareholder abstains or does not vote on the
merger proposal, this will have the same effect as a vote against
the merger proposal. Whether or not a shareholder plans to
attend the special meeting, the Board of Directors urges
shareholders to submit their proxy through the Internet or by
telephone or complete, date, sign and return, as promptly as
possible, the proxy card sent to them by mail.
Shareholders are advised that if they have any questions or need
any assistance in voting their shares, they should contact Bell
Micro's proxy solicitor, Georgeson Inc., by telephone at (877)
278-9672 toll free.
Additional Information About the Merger and Shareholder
Meeting
In connection with the proposed merger, Bell Micro filed a
definitive proxy statement with the SEC on June 3, 2010. The
definitive proxy statement was mailed to Bell Micro shareholders on
or about June 4, 2010. Shareholders are urged to read the
definitive proxy statement because it will contain important
information about the proposed merger. Shareholders will be
able to obtain, free of charge, a copy of the definitive proxy
statement and other relevant documents filed with the SEC from the
SEC's website at www.sec.gov, by directing a request by mail or
telephone to Bell Microproducts Inc., Investor Relations, 1941
Ringwood Avenue, San Jose, California 95131, telephone (800)
800-1513, or from Bell Micro's investor relations website at
http://www.bellmicro.com/thomson/secfilings.asp.
Bell Micro and certain of its directors and executive officers
may, under the rules of the SEC, be deemed to be "participants" in
the solicitation of proxies from Bell Micro's shareholders with
respect to the proposed merger. Information regarding the
interests of such persons in the merger and such persons'
beneficial ownership of Bell Microproducts Inc. common stock as of
May 31, 2010 is set forth in the definitive proxy statement
described above.
About Bell Microproducts Inc.
Bell Microproducts (Nasdaq:BELM) is an international,
value-added distributor of a wide range of high-tech products,
solutions and services, including storage systems, servers,
software, computer components, and peripherals, as well as
maintenance and professional services. An industry-recognized
specialist in storage products, this Fortune 1000 company is one of
the world's largest storage-centric value-added distributors.
In 2010, the Company celebrated the sale of its 100 millionth
hard disk drive, setting a significant industry milestone.
Bell Microproducts is uniquely qualified with deep technical and
application expertise to service a broad range of information
technology needs. From design to deployment, its products are
available at any level of integration, from components to subsystem
assemblies and fully-integrated, tested and certified system
solutions. More information can be found in the Company's SEC
filings, or by visiting the Bell Microproducts website at
http://www.bellmicro.com.
Forward-Looking Statements
Some of the statements included in this press release constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. You should not place
undue reliance on these statements. These forward-looking
statements include statements that reflect the current views of our
senior management with respect to our business and industry in
general. Statements that include the words "expect," "intend,"
"believe," "anticipate" and similar statements of a future or
forward-looking nature identify forward-looking
statements. Statements regarding the merger, satisfaction of
the conditions to the closing of the merger, and the combined
company following the merger are forward-looking statements.
Forward-looking statements address matters that involve risks
and uncertainties, for example, if we do not receive the required
shareholder approval or the parties fail to satisfy other
conditions to closing, the transaction will not be
consummated. Accordingly, there are or will be important
factors that could cause our actual results to differ materially
from those indicated in these statements. We believe that
these factors include, but are not limited to, the
following: the occurrence of any event, change or other
circumstance that could give rise to the termination of our merger
agreement with Avnet that could require us to reimburse Avnet up to
$2.5 million for fees and expenses and to pay Avnet a
termination fee of up to $10.5 million (less any reimbursement of
fees and expenses already made); the outcome of legal proceedings
instituted against us and others relating to the proposed merger;
the failure to obtain shareholder approval for the proposed merger
or the failure to satisfy other conditions to completion of the
merger; our inability to obtain any required regulatory approvals,
including in the European Union, related to the merger in a timely
manner, or at all; the failure of the merger to close for any other
reason; risks that the proposed merger disrupts our current plans
and operations and the potential difficulties in employee retention
as a result of the merger; the effect of the announcement of the
merger on our business and customer relationships, operating
results and business generally, including our ability to retain key
employees; the costs, fees, expenses and charges related to the
merger, which we will not recover if we do not complete the merger;
the material weaknesses in our internal control over financial
reporting and in our disclosure controls and procedures; the
outcome of any pending or future litigation or regulatory
proceedings, including the current shareholder lawsuits related to
the proposed merger and any claims or litigation related to the
restatements of our consolidated financial statements; risks
related to our substantial indebtedness, including the inability to
obtain additional financing for our operations on terms acceptable
to us or at all; our ability to comply with the financial covenants
in our credit agreements; limitations on our operating and
strategic flexibility under the terms of our debt agreements; our
reliance on credit provided by our manufacturers to finance our
inventory purchases; the effects of a prolonged economic downturn;
our reliance on third parties to manufacture the products we sell;
competition in the markets in which we operate; risks associated
with doing business abroad, including foreign currency risks; our
ability to accurately forecast customer demand and order sufficient
product quantities; the fact that the products we sell may not
satisfy shifting customer demand or compete successfully with our
competitors' products; loss or adverse effect on our supplier
relationships, including the reduction or elimination of rebates
offered by our manufacturers; our ability to achieve cost
reductions and other benefits in connection with our strategic
initiatives; our ability to attract and retain qualified personnel;
and our inability to identify, acquire and integrate acquired
businesses.
For a more detailed discussion of how these and other risks and
uncertainties could cause our actual results to differ materially
from those indicated in our forward-looking statements, see our
reports filed with SEC (available at www.sec.gov), including our
Annual Report on Form 10-K/A for the year ended December 31, 2009
and our Quarterly Report on Form 10-Q/A for the period ended March
31, 2010.
CONTACT: Bell Microproducts Inc.
Investor Relations
Nicole Noutsios
(510) 451-2952
ir@bellmicro.com
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