Zones, Inc. Announces End of "Go-Shop" Period With No Additional Takeover Proposals Received
04 Septiembre 2008 - 5:00AM
Marketwired
Zones, Inc. (the "Company," or "Zones"?) (NASDAQ: ZONS) announced
today the conclusion of the "go-shop" period contemplated by the
Agreement and Plan of Merger (the "merger agreement") announced on
July 31, 2008, between Zones and Zones Acquisition Corp., a
Washington corporation owned by Firoz Lalji, the Company's Chief
Executive Officer and Chairman of the Board. During the go-shop
period, Zones was permitted to initiate, solicit, encourage and
enter into and maintain discussions or negotiations regarding
competing takeover proposals. The Company was assisted in this
process by Cascadia Capital, LLC, the independent financial advisor
to the special committee of the Zones Board of Directors.
During the go-shop period, Cascadia Capital, LLC contacted
eleven potential transaction partners, none of which expressed
interest in pursuing a transaction likely to lead to a takeover
proposal as an alternative to the transaction contemplated by the
merger agreement. As a result, no party has qualified as an
excluded party under the terms of the merger agreement, and the
merger agreement now restricts the Company's ability to, among
other things, solicit or engage in negotiations regarding competing
takeover proposals.
In light of the conclusion of the go-shop period and the absence
of any excluded party, and unless Zones receives an unsolicited
superior proposal prior to obtaining shareholder approval for the
merger, Zones intends to continue working with Zones Acquisition
Corp. to complete the merger in a timely manner, subject to
satisfaction of the conditions set forth in the merger
agreement.
Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements give
Zones' current expectations or forecasts of future events and
involve a number of risks and uncertainties that could cause actual
results to differ materially from those projected, anticipated,
expected or implied. These uncertainties and other factors also
include, but are not limited to, risks associated with this
transaction, including the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement, the inability to complete the transaction due to the
failure to obtain the approval of shareholders, including approval
of shareholders other than Mr. Lalji and his related parties who
will remain shareholders of the surviving corporation, the failure
to satisfy other conditions to completion of the transaction, the
outcome of any legal proceedings that have been, or may be,
instituted against Zones related to the merger agreement, or risks
that the proposed transaction disrupts current plans and operations
and the potential difficulties in employee retention as a result of
the merger. Zones undertakes no obligation to update any of these
statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
hereof. Accordingly, any forward-looking statement should be read
in conjunction with the additional information about risks and
uncertainties set forth in Zones' Securities and Exchange
Commission reports, including Zones' annual report on Form 10-K for
the year ended December 31, 2007 and its quarterly report on Form
10-Q for the quarter ended June 30, 2008.
Additional Information and Where to Find It
In connection with the proposed merger, the Company filed a
preliminary proxy statement with the Securities and Exchange
Commission (the "SEC") on August 22, 2008. Shareholders are
strongly advised to read the definitive proxy statement when it
becomes available because it will contain important information. In
addition to receiving the proxy statement from Zones by mail,
shareholders will also be able to obtain a free copy of the
definitive proxy statement (when available) and other documents
filed by the Company at the SEC website at http://www.sec.gov or,
without charge, from Zones by contacting Zones' proxy solicitor,
MacKenzie Partners, Inc., toll-free at (800) 322-2885, collect at
(212) 929-5500 or via email at proxy@mackenziepartners.com.
Zones and its directors, executive officers and other members of
its management and employees may be deemed participants in the
solicitation of proxies from its shareholders in connection with
the proposed merger. Information concerning the interests of the
Company's participants in the solicitation, which may, in some
cases, be different than those of shareholders generally, is set
forth in Zones' proxy statements and Annual Reports on Form 10-K,
previously filed with the SEC, and will be set forth in the
definitive proxy statement relating to the merger when it becomes
available.
About Zones, Inc.
Zones, Inc. is a single-source direct marketing reseller of
name-brand information technology products to the
small-to-medium-sized business market, enterprise accounts and
public sector accounts. Zones sells these products through outbound
and inbound account executives, a national field sales force,
catalogs and the Internet. Zones offers more than 150,000 products
from leading manufacturers including Adobe, Apple, Avaya, Cisco,
HP, IBM, Kingston, Lenovo, Microsoft, NEC, Nortel Networks, Sony,
Symantec and Toshiba.
For more information, contact: Ronald McFadden Zones, Inc. Chief
Financial Officer (253) 205-3000
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