Bel Fuse Inc. (NASDAQ: BELFA) and (NASDAQ: BELFB) today
announced that it has issued a shareholder presentation and mailed
a letter to the shareholders of Pulse Electronics Corporation
(NYSE: PULS) in connection with Pulse's 2011 annual meeting of
shareholders scheduled for May 18, 2011.
The full text of the letter follows:
VOTE YOUR GOLD
PROXY CARD TODAY
May 3, 2011
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 Pulse Electronics has recently made
statements regarding Bel's solicitation of proxies to elect two
independent nominees to the Pulse Board at its upcoming annual
meeting of shareholders that we believe are misleading and are
intended to divert attention away from Pulse's poor performance and
the clear benefits of combining both companies. In response, Bel
has issued a shareholder presentation that seeks to address these
statements and clarify why now is the right time for Pulse
shareholders to act. You are encouraged to read the complete
investor presentation, which is available at www.ProxyProcess.com/BelFuse.
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
- 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
√
Public Company Board Experience
√
Senior-Level Operating Experience
√
Mergers & Acquisitions Expertise
√
Independent Directors
√
Advocates for Shareholder
Rights
ABOUT BEL'S DIRECTOR NOMINEES
Timothy E. Brog (Age 47)
Education
Relevant
Experience
●
JD Fordham University School of Law
●
Chairman & CEO, Peerless Systems
(NASDAQ: PRLS)
●
BA Tufts University
●
Former Managing Director, Locksmith
Capital Management
●
Former Managing Director, E2 Investment
Partners
●
Former President, Pembridge Capital
Management
●
Founder and Former Managing Director, The
Edwards Andrews Group
●
Director, Eco-Bat Technologies
●
Former Director, The Topps Company
●
Former Associate, Skadden, Arps, Slate,
Meagher & Flom
James Dennedy (Age 45)
Education
Relevant
Experience
●
MBA Ohio State University
●
Principal and Chief Investment Officer,
Arcadia Capital
●
MA Economics University of Colorado
●
Former Managing Partner, Hamilton-Madison
Group
●
BS Economics United States Air Force
Academy
●
Former President and CEO, Engyro
Corporation
●
Former Managing Partner, Mitchell-Wright,
LLC
●
Director, Agilysys, Inc. (NASDAQ:
AGYS)
●
Former Director and Chairman of Audit
Committee, NaviSite, Inc.
●
Former Director, I-Many, Inc.
●
Former Director, Entrust, Inc.
●
Former Director, Abridean, Inc.
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 Waheed Hassan from Alliance Advisors at
whassan@allianceadvisorsllc.com or 877-777-5017 to coordinate a
meeting.
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."
--- James Papada, former Pulse Chairman, in an
email to Dan Bernstein, CEO of Bel, dated May 24, 2006, discussing
a framework for a possible business combination
If you have any questions, require assistance in voting your
GOLD proxy card, or need additional copies of Bel Fuse's
proxy materials, please call Alliance Advisors, LLC at the phone
numbers or email listed below. Proxy materials are also available
at www.ProxyProcess.com/BelFuse.
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 Pulse Electronics Corporation ("Pulse") has
commenced at this time. In connection with the proposed
transaction, Bel Fuse Inc. ("Bel") may file tender offer documents
with the U.S. Securities and Exchange Commission ("SEC"). Any
definitive tender offer documents will be mailed to shareholders of
Pulse. INVESTORS AND SECURITY HOLDERS OF PULSE ARE URGED TO READ
THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
security holders will be able to obtain free copies of these
documents (if and when available) and other documents filed with
the SEC by Bel through the web site maintained by the SEC at
http://www.sec.gov.
# # #
ABOUT BEL FUSE INC.
Bel Fuse Inc. ("Bel") (www.belfuse.com) and its divisions are
primarily engaged in the design, manufacture, and sale of products
used in networking, telecommunications, high-speed data
transmission, commercial aerospace, military, transportation, and
consumer electronics. Products include magnetics (discrete
components, power transformers and MagJack7 connectors with
integrated magnetics), modules (DC-DC converters, integrated analog
front-end modules and custom designs), circuit protection
(miniature, micro and surface mount fuses) and interconnect devices
(micro, circular and filtered D-Sub connectors, passive jacks,
plugs and high-speed cable assemblies). Bel operates facilities
around the world.
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 Securities and Exchange Commission reports. In light of the
risks and uncertainties, there can be no assurance that any
forward-looking statement will in fact prove to be correct. We
undertake no obligation to update or revise any forward-looking
statements.
# # #
Investor Inquiries:
Bel Fuse Inc. Daniel Bernstein, President & CEO Colin Dunn,
Vice President Finance (201) 432-0463
www.belfuse.com
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
dpark@hedgerelations.com
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