Cost-U-Less, Inc. Discloses Record of Financial Adviser Engagements
January 30 2007 - 4:30PM
Business Wire
Cost-U-Less, Inc. (the �Company�)(Nasdaq:CULS) today disclosed that
its Board of Directors has on several occasions over the past six
years engaged professional financial advisers to assist in
evaluating strategic alternatives. The Company�s disclosures, filed
today with the U.S. Securities & Exchange Commission, were made
in response to statements made in earlier SEC filings by certain
shareholders, suggesting that the Board of Directors should engage
an investment banker to help explore alternatives for enhancing
value and liquidity for shareholders. Cost-U-Less�s Chief Executive
Officer, J. Jeffrey Meder, explained that �Even though we have
stated publicly on numerous occasions that our Board is continually
exploring and evaluating ways to increase shareholder value, these
recent public suggestions may have created the opposite impression.
We feel that our shareholders will benefit from a more accurate
view of how much attention our Board is paying to this important
subject.� Since conducting its initial public offering in 1998,
Cost-U-Less�s Board of Directors has formally engaged three outside
financial advisers, on four separate occasions, during the period
from 2000 to 2004 and most recently in 2006. These engagements were
primarily broad mandates to examine a range of potential strategic
opportunities, and in some cases involved assessment of specific
opportunities that were under consideration. Strategic alternatives
examined have included not only potential business combinations but
also acquisition or divestiture opportunities, strategic partnering
opportunities and potential equity financings, as well as
alternative uses for the Company�s cash and borrowing capacity such
as possible expansion of the stock repurchase programs the Company
has implemented periodically since 2001. In December 2002, the
Company engaged Delafield & Hambrecht, Inc., a Seattle-based
investment banker, to help identify and assess potential acquirors
and other strategic opportunities. Delafield Hambrecht had largely
concluded this initial assignment by mid-2003. Later, in December
2003, the Cost-U-Less Board renewed its engagement of Delafield
Hambrecht for an additional 12-month period. Less than a year after
expiration of this engagement, in November 2005, Delafield
Hambrecht's chief executive officer, John D. Delafield, announced
in an SEC filing that he and his firm and other related parties had
acquired more than 7% beneficial ownership of the Company's
outstanding common shares. Later SEC filings by the Delafield group
have disclosed an increase of its beneficial ownership to 9.5%, and
have also included letters to Cost-U-Less management suggesting,
among other things, that the Company hire an investment banker to
explore strategic alternatives. Mr. Delafield has publicly
indicated that his group is itself interested in possibly acquiring
the Company. In November 2006, Cost-U-Less engaged its current
financial adviser, Cascadia Capital, LLC, to assist the Board of
Directors in exploring a range of strategic alternatives. Cascadia
Capital is a Seattle-based investment bank focused on serving
emerging growth and middle market companies. Cascadia Capital
employs 20 professionals and offers its clients a nationally
recognized M&A advisory practice. �Our corporate policy is, of
course, not to comment publicly on the nature or content of the
Board�s ongoing strategic deliberations and related activities, and
that will not change," said Mr. Meder. "While the Board continues
to evaluate strategic alternatives, however, management will focus
on ways to build value for our shareholders, including efforts to
increase earnings, respond to competition and identify
opportunities for future growth.� Cost-U-Less currently operates
eleven stores in the Caribbean and Pacific region: U.S. Virgin
Islands (2), Netherlands Antilles (2), Hawaiian Islands (2),
California (1), Guam (2), American Samoa (1), and Republic of Fiji
(1). The Company builds its business through delivering
high-quality U.S. and local goods, progressive merchandising
practices, sophisticated distribution capabilities, and superior
customer service, primarily to island markets. Additional
information about Cost-U-Less is available at www.costuless.com
Forward Looking Statements This press release contains statements
that are forward-looking. These statements are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Such statements, including those related to the
Company�s exploration of strategic alternatives, and efforts to
increase earnings, respond to competition and identify
opportunities for future growth are all based on currently
available operating, financial, and competitive information and are
subject to various risks and uncertainties that could cause actual
results to differ materially from historical results or those
anticipated, including that the Company�s efforts to identify a
strategic alternative, even as assisted by the engagement of a
financial adviser, may not successfully lead to the identification
or implementation of a strategic alternative, and that any
strategic alternative identified by the Company may not be
attractive to shareholders and may not result in enhanced
shareholder value. In addition, the Company�s ability to operate
profitably in existing markets and to expand into new markets may
be adversely affected by competing warehouse clubs or discount
retailers. Other risks and uncertainties that could cause actual
results to differ materially from historical results or those
anticipated include those risks and uncertainties detailed in the
Company�s filings with the SEC.
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