Pulse Electronics Files Investor Presentation
April 12 2011 - 8:00AM
Business Wire
Pulse Electronics Corporation (NYSE: PULS) (“Pulse” or the
“Company”), a leading provider of electronic components, today
announced that it has made publicly-available an investor
presentation that details Pulse’s comprehensive plan to enhance
shareholder value and why Pulse shareholders should vote for the
Company’s highly qualified Board of Director nominees at the Annual
Meeting of Shareholders on May 18, 2011.
The investor presentation is available in the “Investor
Information” section of Pulse’s website at www.pulseelectronics.com
and also at the Securities and Exchange Commission’s website,
www.sec.gov.
On February 28, 2011, Pulse received an unsolicited, highly
uncertain and opportunistic proposal from one of its direct
competitors, Bel Fuse Inc. (NASDAQ: BELFA) (NASDAQ: BELFB), to
acquire the Company for $6.00 per share in cash or non-voting
stock. In accordance with its fiduciary duties, Pulse’s Board of
Directors reviewed the proposal in consultation with financial and
legal advisors and on March 10, 2011 unanimously rejected it. In an
attempt to further its proposal, Bel Fuse has also nominated two
hand-picked individuals for election to Pulse’s Board. Pulse
recommends shareholders vote “FOR ALL” of Pulse’s Board
candidates on the WHITE proxy card.
In the presentation, Pulse outlines key issues for its
shareholders to consider regarding the upcoming director
elections:
- With industry-leading products, global
presence, and design, engineering and manufacturing strength, Pulse
represents a significant value opportunity for shareholders, and is
positioned for growth and increased profitability.
- Pulse has begun implementing a
well-defined strategic turnaround plan with clear value enhancement
capabilities, including initiatives such as:
- Improving the Company’s wireless
business;
- Lowering operating expenses;
- Optimizing manufacturing
efficiencies;
- Implementing a new enterprise resource
planning (ERP) system; and
- Building on its technology
leadership.
- Bel Fuse, a direct competitor to Pulse,
is attempting to capture for itself the significant current and
future value that rightly belongs to all Pulse shareholders.
- Through nomination of hand-picked
individuals to the Pulse Board, Bel Fuse is running an M&A
proxy fight, not a governance proxy fight as purported.
- The Bel Fuse proposal has serious
shortcomings:
- Bel Fuse has NOT demonstrated committed
financing or the ability to secure financing.
- Bel Fuse stock that would be part of a
transaction would provide Pulse shareholders with class B shares
which have NO voting rights.
- Bel Fuse has provided NO details of how
much cash and non-voting Bel Fuse stock it is offering.
- Pulse has nominated three new, highly
qualified independent nominees. If elected, the enhanced Pulse
Board will provide valuable industry and financial expertise to the
Company and seven of the Board’s eight directors would be
independent.
- Given Pulse’s strategic plan for
shareholder value creation, and with the increasing momentum in its
business, the Pulse Board and management team are confident in
their ability to deliver value to Pulse shareholders.
Pulse’s Board of Directors recommends shareholders vote “FOR
ALL” the highly qualified director candidates nominated by the
Company on the WHITE proxy card by telephone, Internet or by
signing, dating and returning the Company’s WHITE proxy.
Pulse urges shareholders NOT to sign any gold proxy card sent to
them by Bel Fuse.
Shareholders who have any questions about how to vote their
shares or need assistance voting their shares should contact
Innisfree M&A Incorporated, Pulse’s proxy solicitor, by calling
toll-free at (888) 750-5834 (banks and brokers may call collect at
(212) 750-5833).
Safe Harbor
This press release contains statements that are
“forward-looking” within the meaning of the Private Securities
Litigation Reform Act of 1995 and involve a number of risks and
uncertainties. These forward-looking statements are based on the
Company’s current information and expectations. There can be no
assurance the forward-looking statements will be achieved. Actual
results may differ materially due to the risk factors listed from
time to time in the Company’s SEC reports including, but not
limited to, those discussed in the Company’s Form 10-K for the year
ended December 31, 2010 in Item 1a under the caption “Factors That
May Affect Our Future Results (Cautionary Statements for Purposes
of the “Safe Harbor” Provisions of the Private Securities
Litigation Reform Act of 1995).” All such risk factors are
incorporated herein by reference as though set forth in full. The
Company undertakes no obligation to update any forward looking
statement.
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