Attached files
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8-K - FORM 8-K - PULSE ELECTRONICS CORP | w82423be8vk.htm |
EX-99.2 - EX-99.2 - PULSE ELECTRONICS CORP | w82423bexv99w2.htm |
Investor Contacts
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Media Contact | |
Pulse Electronics Corporation
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Sard Verbinnen | |
Jim Jacobson
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Andrew Cole/Brooke Gordon/Briana Kelly | |
Director of Investor Relations
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(212) 687-8080 | |
(215) 942-8428 |
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Innisfree M&A Incorporated |
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Scott Winter |
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(212) 750-7271 |
PULSE ELECTRONICS SENDS LETTER TO SHAREHOLDERS
Reiterates Recommendation to Shareholders to Vote FOR ALL
of Pulses Experienced, Highly Qualified Director Nominees
of Pulses Experienced, Highly Qualified Director Nominees
PHILADELPHIA April 15, 2011 Pulse Electronics Corporation (NYSE: PULS), a leading
provider of electronic components, today announced that it has sent a letter to Pulses
shareholders from Chairman, President and Chief Executive Officer, Ralph Faison regarding the
Companys Annual Meeting of Shareholders scheduled for May 18, 2011. The letter details the
qualifications of Pulses nominees for election to the Board of Directors at the meeting and why
the Board believes Bel Fuse Inc.s (NASDAQ: BELFA) (NASDAQ: BELFB) nominations are an attempt to
further its unsolicited, highly uncertain and opportunistic proposal to acquire Pulse. The full
text of the letter sent to Pulse shareholders follows:
April 15, 2011
Dear Pulse Shareholder:
At our Annual Meeting of Shareholders scheduled for May 18, 2011, you have the opportunity to
decide whether your Board and management team can continue to execute its comprehensive plan to
enhance shareholder value at Pulse Electronics, or if the Companys bright future will be diverted
by the self-serving agenda of one of Pulses direct competitors, Bel Fuse Inc. Through its
unsolicited, uncertain and opportunistic takeover proposal and related nomination of hand-picked
directors to the Pulse Board, Bel Fuse is attempting to capture the significant current and future
value that rightly belongs to all shareholders.
We urge you to vote FOR ALL your Companys dedicated nominees TODAY by telephone,
Internet or by signing, dating and returning the enclosed WHITE proxy card in the postage-paid
envelope provided, and to discard any gold proxy card sent to you by Bel Fuse.
PULSES HIGHLY QUALIFIED NOMINEES INCLUDE THREE NEW
INDEPENDENT CANDIDATES WITH VALUABLE EXPERTISE
INDEPENDENT CANDIDATES WITH VALUABLE EXPERTISE
Your Board unanimously recommends that shareholders elect all of the Companys nominees: Justin C.
Choi, Steven G. Crane, Lawrence P. Reinhold, C. Mark Melliar-Smith, Howard C. Deck and me, Ralph
E. Faison. Following discussions in 2010 with some of Pulses largest and long-standing
shareholders, we have taken decisive steps to add new, independent perspectives and expertise to
our Board to serve the best interests of all shareholders. As you may recall, three long-time
directors, including the Chairman and CEO who had been with Pulse for more than 10 years, stepped
down from the Board in 2010. In addition, one of our current directors has not been nominated for
reelection this year.
Additionally, three of Pulses nominees this year would be new additions to your Board, bringing
valuable industry, corporate governance and financial expertise, as well as additional
independence. The new candidates are:
| Justin C. Choi Mr. Choi has substantial experience in corporate governance and best practices for the boards of publicly traded companies and in the legal affairs of publicly traded technology companies. He also brings substantial transactional experience, including mergers and acquisitions. He is currently Executive Vice President, General Counsel and Secretary of TrustWave Holdings, Inc., a leading provider of on-demand data compliance solutions. He has held various other senior positions over the course of his career including Senior Vice President, General Counsel and Secretary at Andrew Corporation and Vice President of Law, Corporate and Securities with Avaya. Mr. Choi holds a J.D. degree from Northwestern University School of Law and a B.A. from The Johns Hopkins University. | ||
| Steven G. Crane Mr. Crane has experience leading the financial management of a global company, as well as operational expertise. He is the Chief Financial Officer of ModusLink Global Solutions, Inc. (Nasdaq: MLNK) which provides customized supply chain management services to the worlds leading high technology companies. Previously, Mr. Crane served in senior positions at Interactive Data Corporation, including as President of FT Interactive Data and as CFO. Mr. Crane holds a Masters of International Management degree from the Thunderbird Graduate School of International Management and a B.S. in mechanical engineering from Tulane University. | ||
| Lawrence P. Reinhold Mr. Reinhold is a CPA and has extensive experience in the electronics industry and a substantial background in the management of finance, legal, human resources, risk management, IT, internal audit, corporate development, and strategic planning functions. He is the Executive Vice President, CFO and a director of Systemax Inc. (NYSE: SYX) which sells personal computers and supplies, consumer electronics and industrial products, as well as designs and manufactures personal computers, computer components and other products. He previously served as Executive Vice President and CFO of Greatbatch, Inc. (NYSE: GB), a multinational developer and manufacturer of electronic components used in medical devices, and as a Managing Partner with PricewaterhouseCoopers. He holds an MBA and a B.S./B.A. from San Diego State University. |
Our other nominees this year include current directors, C. Mark Melliar-Smith and Howard C.
Deck, who are valuable contributors to the Board, bringing extensive technology and operational
experience. I am also nominated for election. As you know, I joined the Company in January
2011 as President and CEO, having most recently served as CEO of Andrew Corporation, a public
company and manufacturer of communications equipment and systems. At Andrew, we successfully
executed a growth plan, which increased revenues from $865 million in fiscal 2002 to nearly $2.2
billion in fiscal 2007, and subsequently sold the business at a significant premium. In sum, if
elected, seven of the Boards eight directors would be independent, and five of the eight will
have joined the Board since October 2008. I have complete confidence in our Board, and know that
we are all committed to acting in the best interests of all Pulse shareholders. Under the
changes we made to our governing documents last year to remove long-standing anti-takeover
provisions, we are phasing out our staggered board, which means all of our directors will be up
for reelection in 2012. We think this is a positive, shareholder-friendly change to our corporate
governance.
BEL FUSES CANDIDATES ARE SIMPLY AGENTS FOR
ITS OPPORTUNISTIC TAKEOVER ATTEMPT
ITS OPPORTUNISTIC TAKEOVER ATTEMPT
We believe Bel Fuse is nominating candidates to Pulses Board for one reason only: to advance its
unsolicited, highly uncertain and opportunistic proposal to capture for itself the significant
current and future value that rightly belongs to all shareholders.
Bel Fuse has a long track record of employing questionable, hostile tactics, including
opportunistically buying small stakes in competitors and agitating for Bel Fuses benefit in
seeking a merger or partnership. In each instance, Bel Fuse was rejected by the competitors Board
of Directors. Ultimately, in all situations, Bel Fuse sold its shares and went away, without
achieving its goals. We believe Bel Fuse is attempting the same tactics against Pulse.
It is also important to remember that Bel Fuse is a direct competitor to Pulse. Given Board members
have access to a companys proprietary intellectual property and most confidential and competitive
information, it is extremely unusual for a company to have directors on its Board who were
nominated by a direct competitor. This is especially true in a technology sector like ours, where
intellectual property is the lifeblood of the business. We believe there are serious and
unnecessary risks in having representatives hand-picked by Bel Fuse on our Board.
PULSE
IS POSITIONED FOR GROWTH AND INCREASED PROFITABILITY
WE BELIEVE OUR STRATEGIC
PLAN WILL DELIVER VALUE
WE BELIEVE OUR STRATEGIC
PLAN WILL DELIVER VALUE
We are making solid progress in executing our well-defined strategic plan to enhance
shareholder value, including initiatives such as:
| Improving our wireless business; | ||
| Lowering operating expenses; | ||
| Optimizing manufacturing efficiencies; | ||
| Implementing a new enterprise resource planning (ERP) system; and | ||
| Building on our technology leadership |
Your Board and management team strongly believe in the future of your Company, its industry-leading
products, growth prospects and ability to create significant value for shareholders. We believe we
can compete and win long-term. It should be noted that we outperformed Bel Fuse in our network and
power product groups the areas in which we compete directly with Bel Fuse in 2010. As
disclosed in our Form 10-K that was filed on March 2, 2011, we grew collective sales in our network
and power product groups nearly 40 percent, to $346.3 million, and generated combined operating
profit of $30.9 million. According to Bel Fuses quarterly press releases, Bel Fuse increased sales
from $182.8 million in 2009 to $302.5 million in 2010, of which approximately $55 million was from
an acquisition, and non-GAAP operating income was $25.1 million in 2010.
We believe that all Pulse shareholders should reap the benefits of our turnaround plan and bright
future. While execution of our plan will take time, we are acting with urgency.
VOTE THE WHITE CARD FOR ALL PULSES DIRECTOR NOMINEES TODAY
Pulses Board unanimously recommends that you vote FOR ALL the highly qualified director
candidates nominated by the Company on the enclosed WHITE proxy card by telephone, Internet or by
signing, dating and returning the enclosed WHITE proxy card in the postage-paid envelope. We
also urge you to discard any gold proxy card sent to you by Bel Fuse. Even a withhold vote
for Bel Fuses nominees on Bel Fuses proxy card will cancel any previous proxy submitted by you
that voted FOR ALL the Companys nominees.
Thank you for your continued support of our efforts to build shareholder value at Pulse.
Sincerely,
Ralph Faison
Chairman, President and Chief Executive Officer
Pulse Electronics Corporation
Chairman, President and Chief Executive Officer
Pulse Electronics Corporation
Credit Suisse Securities (USA) LLC is serving as financial advisors, and SNR Denton and
Buchanan Ingersoll & Rooney PC are serving as legal counsel to Pulse Electronics.
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 Companys 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
Companys SEC reports including, but not limited to, those discussed in the Companys 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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